Friendship Is Magic: Prime: Act 1
by Darkryt Orbinautz
Summary: When strange, shape-shifting metal beings called 'Decepticons' attack Equestria, can Twilight, Applejack, Rarity, Rainbow Dash, Pinkie Pie and Fluttershy save it from them...when they know absolutely nothing about their foes?
1. Darkness Rising

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit fanmade work.**

** Friendship Is Magic: Prime **

**by Darkryt Orbinautz  
><strong>

** Act 1  
><strong>

** Chapter 1: Darkness Rising  
><strong>

* * *

><p>Within the dark confines of the Everfree Forest, the three fillies collectively known as the Cutie Mark Crusaders were walking. Acting out an expedition in yet another poorly thought out, but well meaning scheme to obtain their Cutie Marks. They were going to venture deep into the Forest, boldly going where no mare has gone before! They were in the forest center, discussing what they might like emblazoned upon on their flanks as they walked.<p>

"Maybe a lion!" said Scootaloo.

"Maybe a whip?" Sweetie Belle offered.

"Now, where are we gonna get a whip in the middle of the Everfree Forest?" Applebloom questioned.

As if in answer to her question, there a was very, very loud noise like an explosion. Followed by the whistle of a falling object that was, in turn followed by the sound of metal tearing apart the ground and an earthquake like rumble beneath their hooves. Once all that had stopped, they all turned to each other with a smile. Thinking this would be an ideal opportunity, they sped towards the smell of smoke.

Arriving quickly at something they couldn't quite make out,though it looked liked it had been crushed. Fire was expelling smoke into the sky above and electricity breaking out in small sparks surrounding it. What would be taken to be a door seemed strangely unscathed.

"Oooh...That looks dangerous." Sweetie Belle commented. The three fillies looked at each other, paused, and nodded.

"Danger's what the Cutie Mark Crusaders do best!" Scootaloo announced with a hoof gesture.

The three foals wandered right in the door-shaped hole fearlessly. Coming across a dark purple room that was near light less except for the sunshine following behind them from the door.

Scootaloo and Applebloom continued onward, unaware Sweetie Belle had lingered behind by the entrance, curious as to a pounding noise she heard...

It was pounding, and then scraping...followed by multiple clangs...which was ended with the sound of sheering and a high-pitched scream...

"Sweetie Belle! What's..._whoa nelly!_" Scootaloo exclaimed as she and Applebloom rushed back to see the problem. Said 'Problem' was an enormous blue arm that had come bursting forth from the wall, a claw attached to it that could wrap around all three of them several times over. It trashed and whipped about the wall idiotically, as if struggling to break free of some bond it couldn't see. It eventually went down close enough for Scootaloo to buck it, which caused it to freeze...and then lift itself back into the hole it had burst forth from.

The Cutie Mark Crusaders shared a group high-hoof...until a rumbling echoed from the wall, and a black, three-pronged claw slipped out of the hole and began snapping at them. They all managed to avoid for some time until it clamped down on Scootaloo's back and lifted her up.

"Scootaloo!" Applebloom and Sweetie Belle decried upon seeing their friend in such distress.

"Get-!" Scootaloo's command was interrupted as the tentacle slammed her against the wall. "Oof-Help! I'll be -Uff-Fine!" Applebloom and Sweetie Belle exchanged heavy looks, before nodding and trotting off, the tentacle too preoccupied with beating Scootaloo to notice their escape.

* * *

><p><em>My Little Pony, My Little Pony<em>

_My Little Poooooony_

_I used to wonder what friendship could be!_

_Until you all shared it's magic with me!  
>Big Adventure!<em>

_Tons of fun!  
>A beautiful heart<em>

_faithful and strong_

_Sharing Kindness, it's an easy feat!  
>And magic makes it all complete!<br>Yeah, Myyyyy Little Pony!  
>Did you know you're all my very best frrrieeeeends?<em>

* * *

><p>Within the Ponyville library, Twilight Sparkle, the number one of Princess Celestia's many students was preparing herself some coffee. She felt tired today, even after taking a extra 15 minutes of sleep. She browsed her shelves for a new book to read. Finally deciding on a small red tome, she heard her brewer machine beep. She retrieved her caffeinated brew and set both it and the book down on a table.<p>

She lifted the cup to drink when an intense knock banged on the library door, causing her to spill the burning liquid all over her face.

She didn't feel so tired after that.

Levitating a towel and drying her face off,she went to the door and opened it, only for Sweetie Belle's hoof to pound her face repeatedly, having not realized the door had since been moved.

"Twilight! Ya' gotta help!" Apple Bloom shouted as Sweetie Belle retracted her knocking hoof.

"Why? What's wrong?" Twilight asked.

"We were in the Everfree Forest, doing some Crusading when we heard this _croooooosh_ and then we went to see what was, and we found this...thing!"

"What kind of thing?"

"Ah dunno! A thing with a door! We went into the door and Sweetie Belle found a metal tentacle and the tentacle grabbed Scootaloo and then we ran to get help!"

Twilight blinked, trying to grasp everything that was just loaded onto her. "Um...Take me to this...thing." she instructed.

* * *

><p>"Talk me through this again." Twilight asked Sweetie Belle as they trotted through the Forest.<p>

"We were walking through the Everfree Forest, trying to find out Cutie Marks, when we hear this loud Ka-Boom! -And feel a tremor. We went to the source and after exploring the entrance a bit, a tentacle came out of the wall and snatched Scootaloo right up!" Sweetie Belle explained.

"You have an idea as to what it was, Twilight?" Applebloom asked.

Twilight shook her head no, "I don't, and I won't until we get there."

"Well, that's good, cause here we...are?" Sweetie Belle said,taking note of the thingy, which looked to have been under a construction job since she last saw it...but it was exactly where they'd been, she was sure of it!

Twilight Sparkle took a minute to fully observe it. "What...is it?" she wondered out loud, as she noted its enormous size, purple color. It's fins. The huge ramp leading from the ground to a massive trapezoid shaped door. The ends looked damaged, as though it had fallen from the sky. the random electric sparkles at various points jutting from it did nothing to persuade them it wasn't in poor condition, whatever it was. In fact, they were construction supports and materials around it, and some...things that looked like blips at this distance hard at work on top of it.

"Uh...Class should start soon. We'll make something to cover for Scootaloo." Applebloom said, she and Sweetie Belle took off like bullets, showing the uncanny sense to leave the handling of the situation to an adult.

Twilight looked at the wreck of a...burrow? Regardless, A distinct hum from Twilight signaled she was using a spell, a flash of purple, and Twilight was nowhere to be seen. Using an invisibility spell was always a good idea in a situation like this.

Trotting into the trapezoid entrance,she made her way over it and into the purple hall of this...building. She tippedhooved through the walkway, noting the many different entrances and hoping not to catch anypony's attention as she looked for Scootaloo. However, rather then the pegasi filly, she quickly found multiple two-legged, hunched,muscular metal purple-and-silver enormous giants with purple blades sticking out from their shoulders. Their faces nothing but silver buckets with a red visor where Twilight presumed their eyes should have been, and a strange face-like symbol made of multiple purple triangles branded into their chests. she was about to panic... before she remembered she was invisible. Resuming her search, she peaked into the hall entrance the giant's seemed to be guarding. She saw nothing she understood in there, tools of some sort, but that was all she recognized, aside from the fact Scootaloo wasn't in there. Where was she?

"Lemme outta here, or Rainbow Dash will make you sorry!" Scootaloo yelped from her hiding place. A loud clang followed, as if somepony had hit a cell in order to shut up it's occupant. Twilight Sparkle used another spell to measure the sound distance in order to find Scootaloo. The spell reported Scootaloo was over on the opposite side, 4 doors down, she galloped fast as the echoes that sprang around. The giants noticed, but turned their heads back-and-forth in confusion, unable to see the source of the noise.

Twilight eventually entered her destination and saw a primitive cube cage with Scootaloo in it, the cage laying on what looked to Twilight like over sized anvil, but the tools and gadgets attached to it's sides suggested it was a spare medical table for the giants. Twilight snuck in, but as she did,another giant entered the room. This one looked quite different from it's companions, being red and white and having fin's on it's head, as well as actual eyes.

"So, Soundwave wants me to interrogate you." it said in a droll tone, like doing this kinda thing was not high priority on his to-do list.

"I'll let you interrogate me all right! Come down close enough for me to buck you!" Scootaloo snapped from her cage.

"Oh, feisty, aren't you?" the red giant questioned. "What were you doing on our ship?"

Scootaloo stuck out her tongue.

"_Hmph. _A wiseguy, eh?" The red giant commented. Scootaloo nodded.

The red one pointed to a purple one by the door, "You there! Can you fetch my staff?"

The purple nodded and stomped off into the hallway. It came back with what seemed to a staff that ended in a fork, and it had blue electricity going back and forth through the 'tines'.

Twilight's panic instincts began kicking back in. _That thing doesn't look very nice!_

the purple giant handed the red one the staff.. The red one took the device, opened the cage, and ushered Scootaloo out of out it. Before he could begin poking her with it the filly used her wings to dash off the table and rush towards an otherwise unnoticeable crevice in the room. The red one grunted in frustration, going over to the spot and crouching down, "Come out, you!" he growled and pounded his fist against the wall. "I've got better things to do then engage in games of cat and mouse!"

A plan slowly formulated in Twilight's head. This red thing was not happy, and if there was thing Rarity had taught her, it was that unhappiness is easy to manipulate. A hum of magic, and she was visible, "Excuse me! Sir?"

The purple giants turned their heads to her, but did nothing. Probably waiting for orders. The red giant drew up and looked around. "Oh...hello...What are you doing here?" It greeted Twilight coldly upon noticing her.

"I came by to pick the little filly that just hid under there." Twilight claimed.

"Is that so?" The red giant replied with a note of suspicion.

Twilight nodded, "Uh-huh, I heard you say you were interrogating her?"

"That's correct. Soundwave found her, caught her, and thinks she was up to something on our ship." The red giant

Twilight was slightly confused at this. "...Ship?"

The red gestured to the walls, "This whole thing right here? Called a spaceship, warship...just plain ship."

"Right, so anyway, I can assure you that Scootaloo-that's her name- wasn't doing anything she shouldn't have been. She was just lost." Twilight told him with pleading eyes.

He narrowed his. "Oh? How can I be sure that you're not involved in some sort of plan with her to attack us?"

Twilight put a hoof to her chin, "...Um...er...Oh I know! Ask me a question!"

"...A question?" He responded, clearly in doubt.

"Yeah, A question! The kind of question you'd expect an 'attacker' to answer!" Twilight told him.

The red giant nodded, "OK..uh...'You've been practicing to see the best part of the Energon stockade to hit with the Rigel III Rorza maneuver, haven't you?'"

Twilight shook her head up and down. "I don't even know those words! Ener-_what_?"

It was the red giant's turn to put his appendage to his chin, "All right...Does she know any of them?" He asked, pointing towards the crevice Scootaloo had crawled into.

"Scoooootalooooooo! Do you know what he's talking about?" Twilight called out.

"Something about a Rorza maneuver or whatever!" Scootaloo called back.

Something occurred to Twilight, "Say, didn't you mention that _Soundwave _wanted you to interrogate her?"

The red giant nodded.

"If he- I assume he's a he- wants her interrogated so badly, why doesn't he do it himself?"

The red giant looked at her like she was a genius, (which she was, but there was no way for him to know that) "That's...an excellent question." He raised his head in thought, "You know, he can't pull the 'I had things to do' card since he could have just scanned her..." He looked at Twilight, "You know what? I think I'll be petty to him for this. Take your comrade and get outta here. I'll tell the drones to let you by."

Twilight bowed, "Thank you. Scootaloo?"

The orange pegasi crawled out from her hiding spot and approached Twilight. She ruffled Scootaloo's mane a bit, "C'mon kiddo, let's get you out of here. Applebloom and Sweetie Belle are probably worried sick!" As she and Scootaloo began walking out the large door, she turned around suddenly to gaze back into the room.

"Hey wait!" Twilight yelled, "I just realized you were so...agreeable and I don't know what you are! Or even your name!"

"Knock Out. Decepticon. Decepticon Knock Out." The red giant responded..

"Twilight Sparkle, Little Pony...We should see each other again sometime and have species-to-species talks!"

Knock Out seemed to consider this, "That's a...unique proposal. I'll think on it. See ya later."

Twilight nodded and guided Scootaloo out of the room and back into the hallway,which suddenly felt a lot less ominous and threatening.

The silver and purple giants ignored the ponies as they trotted down the hall. Either they were too preoccupied or the conversation with Knock Out meant they were on good terms now.

"Thank you for rescuing me, Miss Sparkle." Scootaloo said as they made towards the exit.

"No sweat." Twilight replied jovially before a blue foot stomped in front of her. "Oh! Excuse us!" Twilight pardoned as she and Scootaloo moved around it.

The giant the blue foot belonged turned to one of the purple ones working on repairs. It didn't say anything, but the worker seemed to understand it exactly. "Um...Knock Out gave them the O.K, sir."

More silence emitted from the blue one,which seemed to somehow cause the purple one to panic. "It's true sir! I swear!" The worker insisted. The blue one turned back to observe the ponies, only to discover them gone. It walked through the halls until he found the room Knock Out was in. It slumped against the door frame.

"Oh, Soundwave. Hey there." said Knock Out. Soundwave just stood there silently, disapprovingly glaring at his red companion. Knock Out was seemingly able tell what Soundwave was saying, despite the lack of words coming from his mouth.

"Huh? Oh...that. Yeah, the lavender one assured me that it was just a lost child."

More silence from Soundwave. "Yes, I'm sure. I asked her if she was trying to organize a strike and she had no idea what I was talking about!" Knock Out shouted with exasperation, turning away. "Besides...she was kinda cute."

Yet even more silence from Soundwave

"Yes, Soundwave. 'Cute'. That is the word I used."

Soundwave put a hand on his forehead. Then beckoned Knock Out over, who complied. Soundwave raised a hand slapped Knock Out something fierce before angrily storming out.

"Touchy..."

* * *

><p>Nothing eventful happened on their way home, though Sweetie Belle and Applebloom were waiting on the edge of the forest, and were overjoyed when Scootaloo rejoined them.<p>

Twilight continued on to the Library,where Spike was dutifully waiting...by telling poetry to a picture of a Rarity. Bad poetry. He didn't seem to notice his mistress-employer-stepmom had returned from her errand. She decided to make her presence known. "Nice,you sound just like the next Octavia."

"Oh, Twilight, you're back!..I..um...didn't see you." Spike responded, swiftly taking the picture and hiding behind his back. Twilight rolled her eyes, though she was smiling. "Come on, we've got errands to do."

Twilight and Spike cleaned themselves up a bit and headed out to visit Applejack's-no,Big Macintosh's stall for some apples.

"Oh, hey Big Macintosh! Where's Applejack?"

"She decided to take up bucking for the day,so ah'm minding the stall."

Twilight observed the stall's empty slots. "Well, you certainly don't seem to doing too bad on that. One bushel of sour apples, please."

Big Macintosh gathered up the green fruits, "That'll be 25 bits." Twilight levitated her stocks from her satchel and frowned.

"Oh no!"

"What?" Spike asked.

"My budget doesn't allow for that many bits on apples! What do I do, what do I do!" Twilight questioned,beginning to panic.

"Twilight Sparkle, you're making a mess when there's no need for it. I'll just give _less _than a whole bushel." Big Macintosh informed her.

Twilight flushed, "Oh...um...yeah. You always know what to do in a situation, Big Macintosh!"

The farmer stallion smiled shyly at the compliment as he subtracted from the apple bushel.

* * *

><p>Ponyville bore witness to evening as Twilight retired to her home,ready to tuck in for the night after completing all her errands.. She brushed her teeth and hair, tucked Spike in, let out a yawn as she slid under her own covers. She let out a yawn as she prepared to journey to dreamland.<p>

...But it was not meant to be, for as soon as Twilight's eyes closed, they were jolted back opened by a thundering knock, almost like metal pounding on wood. "Whazzat?" Spike asked, briefly sitting upright. "Sounds like...somepony made of metal is knocking."

Twilight bolted out of bed, "That must be Knock Out! He must not realize how late it is for ponies!"

Spike only briefly wondered out loud "Who's... Knock Out?" because he swiftly fell down and went back asleep.

Twilight rushed down the stairs and opened the door,expecting Knock Out,but instead there was the slender blue 'bot that Twilight and Scootaloo had to excuse themselves from earlier, lurching by the library tree. "You're one of Knock Out's friends, right?" Twilight asked timidly. She didn't see the tentacle drop down from an outlet on the blue one's back until it had already smacked her head and knocked her unconscious.

Grasping Twilight Sparkle's form, Soundwave leapt into the air and sent Twilight flying up into the sky,who began a descent back down as Soundwave's body began twisting and shifting unnaturally until it formed a excessively-thin winged jet. Opening his cockpit, he caught Twilight Sparkle on the pilot's seat in an maneuver performed only by expert Decepticons.

Closing the cockpit back up, he buckled Twilight in and opened a hatch on the controls that a device like a store price scanner mounted on a long joint came out of and positioned itself to loom over Twilight's forehead before letting a beam of red light from it connect to her.

Soundwave rocketed off back towards the ship, the roar from outside the tree house causing Spike to cover his ears with his pillow and mutter something about the pegasi being unable to control their thunderclouds.

The blue jet shape-shifted back into his humanoid mode once he had re-approached the ship, where Knock Out and an imposing, silver Decepticon with spikes on his shoulders were waiting. Soundwave held Twilight's unconscious body up for them to see.

"Is this the one?" The imposing silver one asked. Knock Out nodded.

The silver one approached Soundwave and took Twilight into his bulky hand. "_So..._you think this..._pony_ is 'cute'?" the silver asked.

"Well, yes, Lord Megatron but it was just a little joke-"

"Joke? _Joke_? Knock Out, you know scrapping well I do not approve of _jokes._" the Decepticon addressed as 'Lord Megatron' hissed. "If you think she's so cute...why don't you _play _with her a bit?"

Knock Out raised his arms in surprise, knowing full well what Megatron was implying "Lord Megatron plea-GYAHH!" Megatron had taken Twilight's horn,applied pressure to it, and was now using it as a sander on the side of Knock Out's chest, producing sparks and causing the slick Decepticon to wince. "Are you going soft on me, Knock Out?" Megatron questioned.

"No, sir! Never!" Knock Out insisted.

Megatron stopped sanding and took Knock Out's hand and held it out, putting Twilight's body in it, Megatron snarled, "Prove it. Take this pony and do something _cruel _and _unusual._"

"Such as?" Knock Out inquired.

"Use your imagination." Megatron snarled.

Knock Out walked up the ship's ramp,Twilight hanging from his hand, "Sorry, Twilight Sparkle, but orders are orders...you understand, don't you?" he sadly told the pony, but there was hint of sadistic glee in his voice.

Megatron watched him for a minute, then noticed Soundwave standing behind him. "You have something to show me, Soundwave?" Megatron questioned.

It seemed Soundwave did indeed, have something to show Megatron, as his blank screen of a face showed static, before showing the blurry image of a white pony, with a pastel-colored mane and crown on her head...

Megatron smirked. "Well...seems Knock Out's little fancy will prove useful..."

* * *

><p><strong>Author's Notes:<strong>

**Edit: July 14 of 2012: Changed the title again because 'FIMP' sounds better to me then 'FP'.  
><strong>

**Edit: You know that whole 'Developer's Commentary' I was doing? That was because I read Author's Notes were 'unprofessional' but I've been convinced otherwise since then.**

**Edit: I also realized I make mention of Soundwave's cockpit. _Prime _Soundwave turns into a _Unmanned Aerial Vehicle_, which _doesn't have a cockpit!_...I'm not changing the story to fix this, though. *Sulk*  
><strong>

**This was intended to be written in a sort 'double-talk' fashion, so Brony fans unfamiliar with Transformers could have an idea of the appearances of the characters.**

**The version of Transformers being used is the 'Prime' universe...obviously.**

_**Counters**_

_**Songs: 1**_

_**Mood Whiplash: 2**_

_**Foreshadowing: 1**_


	2. Rock Bottom

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit fanmade work.**

** Friendship Is Magic: Prime by Darkryt Orbinautz  
><strong>

** Act 1**

** Chapter 2**

** Rock Bottom  
><strong>

* * *

><p>Spike had been sleeping peacefully. However, the sun rising coincided with a burst of flame escaping his mouth, waking him up and transforming into a piece of parchment and 7 tickets. On the parchment was...<p>

_Dear Spike, The Wonderbolts will be performing in Canterlot this afternoon,knowing of Rainbow Dash's infatuation with them, I have enclosed 7 tickets for her, you, Twilight Sparkle, and the rest of your friends._

Great! Spike thought to himself as he read the letter and observed the tickets in hand, he set out to send everypony the news, starting with Twilight...

Who was nowhere to be found. Strange,Twilight was always in the library at this time, and she would've sent a note if she wasn't going to be here. No note of any sort could be found.

Where could she be? Wait, she said something last night...having to go see...a knock out? Yeah,_ yeeeaaahhhh..._he was fairly certain she said something like that. He supposed he would have to wait for her to get back. The others needed to know about the show!

He decided to visit Rarity first, seeing as that was his favorite of all ponies. Heading to the Carousel Boutique,the ring of the store door only briefly caught his crush's attention. "Oh, hello Spike! I'm busy at the moment..." Spike saw everyone, bar Twilight, there. Apparently, Rarity had decided it was time for them all to get new dresses, as everypony was on a pedestal being fitted. "Oh, I suppose you might be wondering what's the occasion?" Rarity added.

"...Little bit."

"My hair wiggled, followed by my tail curling up, and then my Cutie Mark itched, and everypony knows when that happens, it means and my friends are gonna go to a formal and prestigious event!" Pinkie explained in her normal non-sense tone of voice.

"Well, looks you were right on the mark! Celestia sent us tickets to the Wonderbolt's show in Canterlot this afternoon!" Spike laughed.

Rarity went flying as Rainbow rushed from her pedestal to Spike's position. "Really? Lemme see!" Dash barked,taking a ticket from Spike's claw with tail and examine it. "Sure enough! I'm gonna go see the Wonderbolts!...again!" Dash happily cheered.

Rarity got back to her hooves, and took notice of the absentee, "Say, Spike? I notice you have seven tickets,I take it Twilight's to be joining us?"

"Well, yeah. Celestia sent them today, but Twilight's apparently spent the night over with a knock out she found."

"Oh, okay." Rarity said, going over to guide Rainbow back to her pedestal before stopping. "Wait...what? A _knock out_ is an attractive _mare_!" Rarity exclaimed.

No one noticed Rainbow's wing go _sprooing_ as she imagined the possible appearance of said 'attractive mare'.

"So...you don't think?" Applejack asked.

"That Twilight is a...? Well...if she wishes to miss out on visiting Canterlot in favor of...other pursuits,that is her decision and nothing we can do about it. Come along now! We must be dressed to impress!" Rarity said,trying to coax Dash back to her pedestal. "Actually, sugercube, I think the Wonderbolts are familiar enough with Dash not to care what we're dressed like." Applejack barked, a tinge of annoyance in her voice.

"But-!" Rarity was cut off,

"A.J's right, Rarity! It's not how my clothes look-it's how my tricks look!" Dash boasted, stroking her own ego, taking a pounce ready pose to prove her point.

"Oh, all right, I guess ...Fluttershy _is_ getting antsy to feed her animals."

Fluttershy, from her pedestal, quickly took on a blush, "Y-you noticed? I didn't want to be rude, so I didn't say anything..." Fluttershy scraped a hoof nervously.

Rarity used her magic to remove the tools and fabrics from everypony and held a hoof dramatically to announce "To Canterlot!"

Fluttershy let out a meek cough. "Er, to Fluttershy's! _Then_ to Canterlot!" Rarity corrected herself.

* * *

><p>Some time later, everypony was on a pegasi-driven chariot to Canterlot, Rarity cleaning some sort of gunk from her ear with a Q-tip. "Fluttershy, darling,You know I have nothing but the utmost respect for you and your ability to take care of animals...but I am <em>never<em> helping you with feeding your toads again." Rarity complained.

"They're frogs..." Fluttershy corrected. "But, um, you can call them toads, I guess...if you'd like...I just don't know what got into them...they don't normally behave like that."

"Maybe Rarity offended' em?" Applejack offered.

"Maybe...after all, I know how to behave like a proper pony lady,_ not_ a frog one." Rarity agreed, flicking the Q-tip into the chariot's on board trash can.

"Hey, isn't that one of the Wonderbolts?" Flutershy questioned, all heads turned to see,sure enough, the cloud of smoke typically associated with the Wonderbolts,

"Yeah! Yeah it is! See if we get their attention!" Rainbow Dash cried out, everypony started making cheering noises and flailing their hooves for them to notice...to no avail.

"Aw, Ah'm sorry, sugercube, they don't seem to be responding." Applejack apologized upon the realization they weren't getting the acrobat's notice anytime soon. "That's okay. It's more polite to talk after the show anyways." Rainbow calmly accepted the missed opportunity. After all, the Wonderbolts were busy ponies. It _would_ be more polite to wait for after the show, wouldn't?

Everypony returned to whatever they doing before the call to the smoke trail, but Applejack's eyes kept on it. "Wait a minute..." Applejack focused her eyes on the smoke trails source, "What in tarnation?" Applejack didn't know what it was, but it shore didn't look nuthing like a pony. Her gaze transfixed on it in an effort to figure what it was, it was blue, she could see that much, but not much else.

"Something wrong, A.J?" Rarity asked upon seeing Appljack's stiff body. Applejack turned her head.

"Ah'mma gonna be honest with you. Ah'm not shore, Rarity, Ah'm not shore..."

"What do you mean?" Rarity asked.

"Well, Ah'm not shore, but Ah don't think that's a Wonderbolt, whatever it is."

"Ah, if it's not a Wonderbolt, it's something Wonderbolt approved. _Nopony_ get's away stealing the Wonderbolt's tricks!" Dash dismissed Applejack's worries. After all, if anypony tried to nick the Wonderbolt's smoke trail technique, the lawyers be on them like Pinkie on sweets.

"Yeah, I guess you're right, Rainbow." Applejack warily agreed, though she didn't sound convinced.

The chariot landed soon afterwards, the group trotting out of it.

"Applejack, darling, you know I consider you a fine friend, but I believe you should remain quiet to avoid offending somepony important."

Applejack huffed, "Wut? Ah mite hurt one them noble's _wittle feelings_?"

"Well...yes!" Rarity snapped.

Thankfully, before their conversation could escalate, a prim and proper voice reached out to them "Ah, Rarity! And your wonderful friends! I take you're here for the Wonderbolt's show?"

"Fancypants!" Rarity exclaimed at the sight of the noblepony and his companion.

"Hey, why is he called Fancypants when he doesn't have any pants?" Pinkie Pie questioned.

Rarity signed inwardly. Pinkie was probably gonna go on a tangent and make Fancypants hate all of them! That could them banned from Canterlot! From the Wonderbolt's show!

"I say, Miss Pinkie. _That _is an _excellent _question. Why _am _I called Fancypants if I wear no pants? Hoohoohoo!"

"We're here to see the Wonderbolt's as well. Would you care for our company?" Fleur-de-lise asked.

"Shore." Applejack replied before Rarity could raise an objection.

The group began their walk towards the stage that would the sight of Dash's heroes, trying to avoid getting lost within the crowd of ponies that had also come to the Wonderbolts perform.

"Agh! So many...green...sports tees..." Rarity shuddered. Quite a few ponies had taken to wearing dark green shirts with the Wonderbolts symbol imprinted on them.

"Ah, you complain too much!" Fancypants and Pinkie chided in unison. The two looked at each other dead in the eye and shared a laugh.

"Hey! Hey, Applejack! Why so serious?" Pinkie Pie asked as she bounced along the ground, Applejack had been wearing a gloomy expression since getting off the wagon.

"...Ah'm sorry, Pinkie, but I can't stop thinking about that...Wonderbolt impostor or whatever it was!" "Silly filly! You heard Rainbow Dash! If it wasn't a Wonderbolt, it was at least Wonderbolt-approved!"

"Ah know, Pinkie, but Ah...Ah can't explain,but I just got this feeling something awful is gonna happen!" Applejack exclaimed.

"Like my Pinkie Sense?" Pinkie Pie questioned.

"...Not quite."

"Puh-lease! Something...awful? With the _Wonderbolts_ here? Not likely!" Dash derided.

"Ah know, but-!" Applejack was cut off by the regal voice of an approaching royal guard.

"Excuse me! Are you Twilight Sparkle's friends?"he asked.

"Yeah, that's us!" Rainbow smugly answered.

"Princess Celestia has requested that you watch the upcoming show with her and her sister."

"Really?" Rainbow Dash questioned, humbled. "I mean, of course! We _are_ Twilight's best friends after all!" She announced boisterously.

Rarity looked over at Fancypants. "It's fine, it's fine. I won't be anywhere you can't follow."

The guard guided them to a station that seemed to be a portable throne,with fold-out chairs put around for them. "Please take your seats. The Princesses will be here shortly." The guard told them before taking off. They all took their seats in the foldout chairs, with one of them empty in Twilight's absence.

Applejack was shifting her eyes left and right in search of danger. "Will you knock it off?" Rainbow snapped at Applejack "Princess Celestia will be right here, so there's no way anypony would be brave enough to do anything!"

"Ah guess you're right, sugercube..." Applejack admitted dejectedly.

Before long, the Princesses had indeed come to join them, accompanied by the Wonderbolts themselves. "Omigosh!TheWonderbolts!Doyourememberme?" Rainbow squealed.

"How could we forget? You saved our lives, remember?" Soarin' replied. Rainbow did a nervous chuckle, "Oh yeah..."

"Say, you wanna fly with us?" Soarin' offered.

"_YES!_ By Celestia, yes! But..I haven't practiced with you guys...I wouldn't wanna, y'know, be outta sync." Dash explained. In reality, she had stage fright at the prospect...but they didn't need to know that.

"Ah, I gotcha. Maybe after the show?" Dash nodded, and the Wonderbolts went over to start preparations. Spitfire lingered and went over to Rainbow's seat and gave a note. On the note was a phone number, the words "Call me!" and a scribble of Spitfire looking...questionable. Dash blushed and looked back to Spitfire, who gave a wink before rejoining her comrades.

"Where's Twilight Sparkle?" Celestia greeted.

"She's out..." Rarity beckoned Celestia closer with her hoof, she obliged. Rarity whispered something in her ear. Celestia's face took an expression of shock before going to a friendly one.

"My, my, they sure do grow up fast, don't they?" she asked nopony in particular, getting a responding "mh-hm!" from everypony.

"Oh, and by the way, Spike?" Celestia turned towards the dragon.

"I know you've gotten a taste for announcing since moving to Ponyville. How would you like to announce the Wonderbolt's show?"

"I'd love to!" Spike answered.

"Luna?" Celestia asked. The dark form of the younger princess stepped forward, "Come with me, Spike." Spike nodded obediently before Luna started walking with him following. Eventually,they reached the wooden announcer booth that had been set up. "Go ahead and get in,t he show will start soon!" Luna urged, climbing over the side to enter the middle,Spike took his stance and found a microphone in the booth.

"Ladies and gentleponies! Fillies and colts! Are you ready to be dazzled!" Spike announced enthusiastically. He got a roar of cheering from the crowd. "Are you ready to _amazed!_" another round of cheering "Are you ready for...THE WONDERBOLTS!" Spike added,and after a minute delay,the rocket-like noise of the Wonderbolts filled the air, with smoke trails filling the sky.

The Wonderbolts flew around circles and overs and lines until their smoke trail had become an imitation of Celestia's Cutie Mark,causing a chorus of "oooh!"s. Flying through it,the smoke cleared away, and another round geometric flying caused Luna's to appear, this one with a chorus of "aaahhh!"s. Once more,the Wonderbolts cleared the smoke away and instead replaced it with a Ursa Minor.

"Ooooh! Pinkie Sense, coming on...pinchy knee...that means something scary is about to happen!" Pinkie Pie announced.

"Uhhgg! Will you stop it! _Nothing_ bad is going to happen!" Rainbow Dash snapped.

However, she was quickly proven wrong when purple lasers shot out of the smoke configurations, quickly setting various Canterlot buildings ablaze, nopony noticed Luna whinny and flee at the sight of the flare. The crowd let out a gasp. "Everypony, remain calm!" Celestia called out. A flash of magic from her horn, and the North Wind itself began blowing, putting out the fires and blowing the Wonderbolt's smoke art away.

The crowd began murmuring amongst themselves.

"What was that?"

"Who would do such a thing!"

"I bet it was the Wonderbolt's! It's their show, and the pressure from being them must have caused them to snap!"

The murmurs died out with the roar of three different vehicles dashing across the sky.

A jet, a spaceship, and a helicopter floated menacingly before taking up to the height of the sky and shifting and whirring into various different forms.

One blue, pointy, and lithe. The other green and spider like, having eight legs and with her chopper cockpit in a position suggesting a insect's abdomen.

The final one. The last one, was a silver giant, and muscularly built, with spike-laden shoulders and some form of black pod attached to his left arm, and a prominent purple symbol on it's chest.

The earth shook beneath the ponies as the first two descended onto the ground below, but they paled in comparison to the awesome form of the third one. The ground took notice of its stature by creating cracks where its feet had landed.

"Who are you!?" Rainbow Dash shouted, pointed an accusing hoof at the silver one.

"Who am I?" It answered in startling deep, booming voice that caused Rainbow to and the others to quaver. It chuckled before continuing. "Who am I? I have many names...The Dominator, The Destroyer, The Breaker, The Force of Iron...but you will know me as _your master._ For _I_..am _Megatron_."

* * *

><p><strong><strong>Author's Note:<br>****

****I was unsure about the whole 'Knock Out/knock out' element, but upon intense thinking, proved unable to think of a better way to go about it. ****

****Yeah...not much to say here.****

****Edit: A bit about a strange crystal was in this chapter when first posted. This was a part of a dropped element of the story that slipped by editing. It's since been removed. Sorry for any confusion.  
><strong>**

_**Counters**_

_**Songs: 1**_

_**Mood Whiplash: 3**_

**_Foreshadowing: 2_ (Though in this chapter, the event happens in the same chapter it's 'foreshadowed' in.)**


	3. Masters and Students

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit fanmade work.**

** Friendship Is Magic: Prime by Darkryt Orbinautz  
><strong>

** Act 1**

** Chapter 3**

**Masters and Students  
><strong>

* * *

><p>"No one gets away with messing' up the Wonderbolt's show!" Rainbow Dash yelled, taking to the sky and preparing to charge.<p>

"Ah, ah, ah!" Megatron waved his pointed finger in a lecturing manner, "I have something that may be of your interest...Airachnid?" the bits and pieces of helicopter parts of the back of the green shift and whirred. 'Airachnid', as she was addressed reached behind her back and pulled out a net, that seemed to have...a lavender pony sleeping in it.

"Twilight!" Dash cried out. Megatron laughed as he took the net from Airachnid,

"Yes. Yes. Soundwave here-" Megatron gestured to the blue giant on his right. "Scanned Twilight Sparkle for information. And as such, I _know _that this...pony is the _personal student _of the _Princess._ If that Princess would please step forward..."

Celestia flared her wings and flew up, floating to by Rainbow Dash's side. Celestia was blunt in her questioning.

"What do you want?"

"To add Equestria to the list of the Decepticon's conquest." Megatron answered.

"And what makes you think I won't fight to prevent that?" Celestia snorted.

Megatron smirked, showing fanged teeth that likely could've rended pony bones. "Do you know what Energon is?"

"I do not."

"It is the lifeforce that runs through us Decepticons. Our blood and fuel. Can you imagine what would happen to a pony if they were, say..._injected _with the substance?"

"...No."

"Let's find out together, shall we?" Megatron took his spare hand and began gently rocking Twilight Sparkle's body. "Twilight...Twilight, dearie, wake up." For such an imposing creature, Megatron was being quite gentle with nudging Twilight awake...a fact that sent Celestia's mental warning sirens on overdrive.

Twilight groaned, stretched her legs in the net, and let out an adorable yawn. She blinked, showing that the whites of her eyes had turned a glowing light blue.

"Wha...what time is it?" Twilight questioned, seemingly unaware of the danger she was in.

"Twilight Sparkle?" Celestia called out with increasing concern,as she noticed that Twilight's cutie mark was also glowing faintly with that light blue color. "Twilight Sparkle, do you know what's going on?"

Twilight Sparkle's eyes drifted to Celestia. "Um..I just woke up from a nap in a net held by this big, scary dude. That's it." Twilight gazed off in the distance dreamily before pointing at Celestia. "Hey, lady! How come your hair's all multi-colored and floating?"

Celestia and Dash gawked at Twilight in disbelief.

"Uh, Twilight? Princess Celestia's hair has _always _been like that." said Rainbow Dash.

"A Princess! Oh, wow! I'm talking to a _Princess_! I must be the luckiest filly in the world!" Twilight exclaimed.

Megatron choose that moment to interject with a dark chuckle. "Hmhmhmhm...It would she is having memory difficulties. One must wonder how long it'd be before she loses her sense of self. Such a tragic fate could be avoided...for a price."

"I'll do anything!" Celestia snapped, "Just, please...fix her!"

"Princess?" Dash asked with concern. It wasn't like Celestia to lose her cool like this!

"Anything?" Megatron repeated with amusement. "Even, say...Giving me your crown, throne and everything they permit?"

Celestia closed her eyes and lowered her head.

"...Yes."

"Princess, _no_!" Rainbow Dash protested. "We can take 'em!"

"Can you?" Airachnid responded. Holding her claw out flat,Airachnid shot a bundle of spider webbing from it at Rainbow Dash,binding the cyan mare's wings together and causing to fall the ground. A portion of the crowd adjusted itself to avoid being crushed. Spike, Pinkie Pie and the others rushed through the crowd to address their friend.

Celestia tore her gaze from Megatron and looked her little ponies below. "When you are a leader, there comes a time when you must choose between your personal feelings and what is best for your people as a whole. I must now make that choice and...my feelings for my student are too strong. I am...I'm sorry."

She turned and lowered her head in such a way that her crown fell off and began to plummet to the ground below. Megatron held out a jagged finger and the crown fell onto it like a diminutive ring.

Megatron looked towards the crowd. "Even now, some of you will question your leader's choice, and wonder whether she was even fit to rule to begin with. But before you start your rumor-mongering, please note that your _former _Princess' choices were...rather limited." Megatron turned towards Airachnid and handed her the net Twilight was in. "Take her to Knock Out." Airachnid saluted and began skittering away.

"And now with that done, you...will...all..._KNEEL_!" Megatron screamed, the assembled crowd exchanged looks at one another, and, unable to think of a better response, did as they were told.

"Jerk..." Rainbow Dash growled before following suit.

"Brute!" Rarity whined.

"Cheater..." was Applejack's only comment.

"Party-Pooper." Pinkie Pie observed.

"Oh my..." Fluttershy mumbled incoherently.

"Twilight..." Spike whimpered.

Seeing that the entire crowd had did as he told, Megatron let out a thundering, mirthless laugh.

* * *

><p>The Decepticons wasted no time in leaving their mark on Equestria. All the ponies were routed to their hometowns and were doing as the Decepticons ordered. Apparently, the plan was to put them all to work on the outskirts of their homes,finding Energon for the Decepticon's usage.<p>

Celestia did not exempt herself from the Canterlot grouping, but apparently the Decepticon's did.

The purple drone soldier (something she was told was called a 'Vehicon') directing pony traffic stopped when it was Celestia's turn. "Hey, you!"

Celestia feigned surprise and gestured to herself. "Who, me?"

"Yes, you! You Celestia?"

"If I am?"

"Megatron said to bring a Celestia to him to 'talk'." The drone informed her.

Celestia raised an eyebrow at this. "About?"

The drone shrugged and turned around, "I don't know...hey Charlie! Got a pony here I need transported!"

Another purple drone solider walked over and took a glance at Celestia. Muttering 'affirmative' or something like that, it shifted it's body into a boxy purple car. It opened one of the doors. "Get in, then." 'Charlie' told Celestia, who did as instructed, climbing into the passenger seat of the the vehicle. She grew steadily uncomfortable during the ride, wondering what cruel fate Megatron might be planning to stow upon her.

Still, she couldn't deny the Vehicon's seats were extremely plush.

Going up a spiral path into the Fortress the Decepticons were building as part of their operation, the Vehicon hit it's brakes just outside a door that seemed like a huge gate to Celestia, but was no doubt an average door size to the Decepticons. She made her way out of the car and thanked 'Charlie' for the ride.

"No proooblem." The car drawled, then started going in reverse back down the spiral path.

Celestia went off into the incomplete parts of the gate and looked around. The place was being built purple, with the occasional window here and there. Her interest was caught by two flying Vehicons whom were holding a construction beam, being guided by a third flying Vehicon who was wielding those red-and-green-take-off-light-things, and the two drones dropped the beam, causing a huge hole in the floor. The third Vehicon shot a glare the first and second, and they both pointed at the other in an attempt to shift the blame.

Celestia giggled at the antics as she watched them,then proceeded to continue inward through the building. She couldn't find anything to suggest she was going the right way, and wandered blindly until she found a Decepticon who wasn't as tall as Megatron, but was just as, if not more bulky, with a color scheme of dark blue and silver. His left hand was a large hammer, which he was using to pound nails into the support beams. Having little better options,she cleared her throat to get his attention. "Excuse me, sir?"

The Decepticon turned his head, showing a red face with one yellow eye, and its other eye seemed to have a black plate on it, like an eye patch. "You need somethin'?" he asked, the hammer on his arm shifting and turning into a match for his other hand.

Celestia gawked at the transformation a bit before composing herself. "Uh, yes. I've been told Megatron wanted to see me?"

The Decepticon looked at her a bit, putting a hand to his chin. "You Celestia?"

"Yes, I am."

"Breakdown." He introduced himself, "Come on, I'll take you to him."

Celestia followed as Breakdown began walking away, guiding her through the seeming labyrinth of construction eventually coming to a needlessly spiky black door that had been completed.

"Right through here. I'll go in and announce you." Breakdown told her, opening the door and (failing to) close it behind him, as he left it slightly ajar, letting her the sound of a fight coming from the room. Curiosity overcoming her respect for others privacy, She took the opportunity to gaze through the slight gap and saw a large room, five Decepticon-sized windows on either side and a throne made in the same black, spiky fashion the doors were.

Megatron was standing with the thin blue 'Con by one of the windows,observing with interest two clashing blurs of red. Breakdown walked over and whispered something into Megatron's ear, which was met with a dismissive hand motion.

Eventually, after much beating and pounding, the two blurs stopped, revealing themselves to be a slick-looking red and white Decepticon with a fin on his head and a staff in his hand, the other being a crimson stallion with a whip in his mouth. Both looked damaged and tired.

Hang on...isn't that...Applejack's brother?

The red Decepticon took in a deep breath and exhaled, "You're tougher then I expected from someone with an apple on his butt." He took a bow, "I yield." He walked over to Breakdown, while Megatron walked over to Big Macintosh with his claws clapping.

"I am impressed, Big Macintosh. When you came dashing in, asking to be named an honorary Decepticon, I thought you were just a little pony who wanted to play with the big boys. I see that assessment was incorrect. Yours willbe a welcome addition to our ranks."

Celestia's jaw dropped. Big Macintosh...had _asked _to _join _the Decepticons?

Megatron cleared his throat, "_Ahhem_...I, Megatron, through the power invested in me by right of being Decepticon Leader, hereby decree the pony known as 'Big Macintosh' official status as an Honorary Decepticon."

Big Macintosh bowed, "Thank you kindly...Sir."

Megatron turned towards the other Decepticons in the room, "Breakdown, you are freed from construction duties. I want you to take Big Macintosh and supervise the ponies in Ponville. Knock Out, return to your prior post. Soundwave, send Celestia in."

Celestia quickly backed away from the door,not wanting them to know of her eavesdropping. The Decepticons,plus Big Macintosh exited it. Breakdown waved jovially at Celestia.

When Big Macintosh passed, Celestia took him by the hoof and brought his face to hers.

"Big Macintosh? You...you're _joining _the Decepticons? How? Why?"

Big Macintosh shrugged, "Weell, ah heard that ya surrendered to them, so ah figured ah rush in and throw myself in with them. Gotta be on ta' winnin' team, right? 'Sides, this way ah can..."

"Celestia?" Breakdown greeted, interrupting whatever the farmer was about to add "Can I get you and Big Macintosh to continue this later? Me and him got stuff to do."

Celestia nodded and let the stallion from her grip.

Big Macintosh nodded politely to her and rejoined Breakdown. Knock Out, when he passed her, paid her no mind. After they had walked some distance, the blue Decepticon peered the through the door and beckoned Celestia in with his long fingers.

Celestia cautiously trotted in,greeted by the sight of Megatron sitting on a throne with an eerily warm smile on his face. "Celestia! Welcome, welcome. I do hope the place is your liking." Megatron welcomed her. It was disturbing to Celestia just how friendly he was making his voice sound.

"Mmmm...Purple's more my student's thing." Celestia informed him,the bitterness in her voice apparent.

Megatron's smile flickered,but didn't fade. "Yes...your student." He said ,beginning to pace around the room, approaching a window that the sunlight was shining through.

"I've been thinking, Celestia..." Megatron started, "Using your student and emotions against you like that, it...it was so very _rude _of me."

Celestia looked at Megatron with interest. Where was this going?

"So I thought to myself, 'Hey,why do not something to make her feel better?'...but what? Maybe...let her see her student...but then I run the risk of her freeing her student,and removing any barriers between her fighting power and mine...and then it hit me. 'Hey! She was Princess of Equestria before you jerked the crown from her! Why not give her a royal position!'...So, with that, Celestia...would you consider being my adviser and tutor while I am on this planet?"

"Tutor?" Celestia commented.

"While I know things that apply to all planets -such as 'threatening a loved one is a good to tick someone off and/or make them do what you say' I know nothing of _this _planet works. The clouds do not move. The sun is stoic, and the animals flock to you ponies...why? All this and more_...you _could teach me, Celestia. If you would only say yes."

Celestia glared at Megatron a bit.

"Who knows? I may...reconsider my stance on letting you see your student if you... behave."

Celestia blinked and nodded her head,that sentence letting her see quite clearly Megatron's intentions.

_I know what you're doing,_ Celestia thought to herself, _You're trying to butter me up by offering me a comfy position and things you know I want. Then, when I'm good and lubed, you'll pry Equestria's darker, more destructive secrets from me for your own purposes. But I'm on to you, oh yes. You're not the only who knows to manipulate ponies. _

"Lord Megatron! I am _honored _and _humbled _by your offer! Mere words...cannot express my gratitude for your generosity!" Celestia said with a bow.

"...I take it that's a yes, then?"

* * *

><p>The Decepticons had all directed the <em>entire<em> population of Ponyville- that included pets and the likes of Zecora who didn't live in Ponyville proper- had been ordered to stand in the mountain range that everypony used to find jewels, waiting by a huge machine that had been put there until the Decepticons arrived.

A green portal appeared,and multiple purple-and-silver Decepticon drones, accompanied by a more-then-fairly large, bulky, white and blue one with a thorny head and red face. A pony was closely following their feet exited from it.

"I do not mean to point hooves at another, but pardon me, isn't that your brother?" Zecora tapped AJ's shoulder.

"Tarnation! It is!" Applejack cried out after leering the pony closely following the dark blue robot's leg, it was Big Macintosh, wearing a leather jacket with what was recognized as the Decepticon insignia over his cutie mark.

"Hello ponies, my name is Breakdown." The white robot called out. Nopony in the audience responded. The robot stomped his foot, causing the entire audience to leap three feet off the ground and take an expression of surprise. "Let's try this again,when I say 'my name is Breakdown', I want you to say 'Hello Breakdown' or 'Good morning, Breakdown.' Ready?" the ponies nodded "From the top...Hello ponies, my name is Breakdown."

"Good morning, Breakdown." dully chorused throughout the crowd.

"That's better! Now, let's get down to business..." Breakdown gestured one of the drones closer,and it presented him with box. In the box were what seemed to be anklets, and the drone also gave him a pile of dirt.

"Now, I suppose y'all are wondering about the generator here is about." Breakdown asked . The crowd nodded. "Well, I'll show you." Breakdown took a emerald and tossed into a hole on the side of the generator.

The machine whirred, hummed, and cranked, and,once finished,a small glowing pink cube rolled out of the belt. "Your purpose is to harvest Energon. To do this, you will be digging in and around the mountain,finding as many gems that you can carry, and bringing it back to the generator. You will be wearing these-" he pointed the box of anklets "To ensure that nobody-" A drone leaned and whispered something to Breakdown. "That no_pony_ will try any funny business. I mean it." He held up a remote, "Do something we don't like without our permission, and we'll use this...and it will be unpleasant. Any questions?"

Applejack and Rarity both instantly raised their hooves, Breakdown pointed. "You! Orange pony with the nice hat! You go first."

"Uh, yes, I have one. _What the hay is my brother doing with you lot? !_"

"Oh, you mean Big Red?" Breakdown replied.

"Big Red?" Applejack muttered under her breath, quiet so Breakdown wouldn't hear her.

"Um...helping me with supervision duties?" Breakdown replied.

Applejack stomped her hoof. "That is _not _what ah meant!"

Breakdown shrugged, "Well, you can discuss what you 'meant' with him..._after hours._ You! Marshmallow pony, what's your question?" Breakdown pointed at Rarity, who stepped forward a few clops.

"We're not..._really_ going to wear those_ dull, dull _anklets...are we?" Rarity complained.

Breakdown's face twisted to a scowl. "Oh...you're one of _those._.. Could you come over here,sweetie?" Breakdown responded, his voice chilling sweet and doing a beckoning motion with his finger. Applejack, Pinkie Pie, Dash and Fluttershy all swallowed in fear of what could happen, but Rarity complied. They covered their eyes with their hooves in dread and began to hear awful things.

"Oh you-! Get your hands off me- _that's private! _You uncouth-...Nice. Not everypony can do one of those." Rarity protested, slightly drowned out against the sound of whirs and drills.

Eventually, the protesting and sounds died down,and Applejack removed her hoof from her eyes to see what...terrible...thing...they..did to Rarity.

"Go on. Laugh. Get it out of your system." Rarity told her.

The Decepticons had turned Rarity's _coiffures_ into a braid, with multiples of the anklets serving as the braid holders. They had also put multiple anklets on most of her body, with trios of them on all her legs, 4 serving as earrings, and one as a nose ring.

Appejack nudged Rainbow Dash,who opened her gaze to what was Applejack was pointing at,Dash proceeded to nudge Pinkie, who nudged Fluttershy. The four of them did indeed share a good laugh that was cut short by Breakdown.

"Now, if you will please form three single file lines -one for the ponies, one for the young ponies, and one for the non-ponies- so can we affix these anklets to you, we can get started." Breakdown told them.

The ponies, with a sigh, did as told, dividing up into three different lines to have their anklets put on.

* * *

><p>In one of the completed rooms of the Canterlot fortress. A medical station, containing all the things a Decepticon medic could need,Knock Out was finishing up on 'fixing' Twilight Sparkle. Twilight was hooked to a machine shaped like an ice-cream machine via tubing, which was slowly draining the Energon out of her and into a container. Knock Out was carrying a conversation with himself as he did this.<p>

"'Do something cruel and unusual, Knock Out' Hey! I know, how we pump her full of Energon? 'That's brilliant, Knock Out!...Oh, sorry Knock Out, we need you to drain the Energon out of her now!'...Eesh, Megatron, Make up your _blasted mind._"

The machine dinged, letting Knock Out know that it was finished.

"All right." Knock Out unhooked Twilight from the machine, picked her up and put her in a green crate that was just the right size for a pony.

"Good night, Twilight Sparkle." Knock Out told her, exiting the room and turning the lights off.

Twilight looked around. No one was there. No pony or Decepticon.

Using her magic, she opened the crate door and levitated a tank of the Energon and shook it, trying to figure out to put it back in here. She scanned the room, and saw a syringe. She levitated the syringe over and poured the contents of the tank into it, then stabbed herself in the Cutie Mark dead center, loading the blue liquid into her.

It took a moment for it to spread in her bloodstream. She used that moment to put all the tools away in their right place, and locked herself back in her crate before somepony noticed. The blue glow returned to her eyes and Cutie Mark.

"_Oooooooooooooh..._"

* * *

><p><strong>Author's Notes<strong>_**  
><strong>_

**Nothing much to say here.  
><strong>

_**Counters**_

_**Songs: 1**_

_**Mood Whiplash: 4  
><strong>_

_**Foreshadowing: 3**_


	4. Con Job

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit fanmade work.**

**Friendship Is Magic: Prime by Darkryt Orbinautz**

**Act 1**

**Chapter 4**

**Con Job  
><strong>

* * *

><p>Applejack, Rarity, Fluttershy, Rainbow Dash and Pinkie Pie were pulling wagons stuffed with jewels towards the Generator. Their pace, with the heavy carts hooked up to them, was slow. They lamented their predicament.<p>

"I _cannot believe _that these Decepticons will be putting these beautiful gems inside some terrible-bland looking machine! I mean, we could be using these things for dresses!" Rarity complained, her horn glowing blue with the detection of another gem. Stiffly and reluctantly, she used her hooves to dig it out and lifted a sapphire in her mouth.

"And?" Applejack asked, her head towards Rarity's.

"Fha fu 'enn 'ghan'?" Rarity looked at the sapphire in her mouth and spat it out into her cart. "What do you mean 'and'?"

"Ah mean, we could use these gems for dresses..._and_?" Applejack glared.

Rarity seemed baffled. "You...you assume that there needs to be other uses then just dresses to justify them not being used by the Decepticons?"

"Yeah, ah do. Ya heard Megatron and Breakdown, didn't cha? The gems are gonna turn in ta' Energon, which is they're life force. You wouldn't deny somepony their lifeforce for a dress, would'ja, Rarity?" Applejack countered, and Rarity put a hoof to her mouth in embarrassment at the implication Applejack was making.

"Granted, ah think they could've be nicer in making us get it. They even put poor Granny Smith and Applebloom to work. Ah can only imagine the stress being put on the poor two." Applejack said, her head lowering as she did so.

Rarity grimaced as she worried the same thing about Sweetie Belle.

* * *

><p><em>Meanwhile<em>...

"CUTIE MARK CRUSADER SLAVE WORKERS, _YAY_!" The group of fillies cried out.

"Wait," Sweetie objected, "Isn't slavery bad?"

Applebloom and Scootaloo shared an awkward glance with Sweetie Belle before they all rose their hooves in the air again to shout.

"CUTIE MARK CRUSADER SLAVE WORKERS, _BOO_!"

"C'Mon Filthy Rich!" Granny Smith called as she tore through the ground like a Parasprite, scooping more gems in her wagon in less then 15 minutes then Filthy Rich, Diamond Tiara, and the Cutie Mark Crusaders combined got in 30. "Put yer back into it!"

"You go, Missus Smith!" Filthy Rich called out, having long since made the _wise _decision to _not _try and keep with the Apple elder's pace.

* * *

><p>"And another thang' that gits me is what the hay is going through Big Macintosh's head." Applejack confessed.<p>

"Indeed," Rarity agreed. "I always thought Big Macintosh to be a silent, but smart type. And probably the only pony who could give _you _a run for 'Most Dependable Pony'. But allying with the Decepticon brutes seems not...well, dependable!"

"Speak of the name of demons, and they shall come!" Rainbow Dash announced, pointing her hoof to a crimson colt in a blazer jacket that was approaching.

Applejack huffed and locked eyes with her brother. "Big Macintosh."

"EeeeaaaApplejack." Big Macintosh replied with a drawl, "Can ah talk to you?..._Alone_?"

"Alone? With a traitor like you?" Dash snapped, "No way, _pal_! Either you talk to all of us, or you don't talk at all!"

"It doesn't concern y'all." Big Macintosh told them. "Listen, ah got Breakdown to mark a private place where we can talk, brother-to-sister."

"OH! _OH!_ Well, if _Breakdown _approved it..." Dash quipped.

Applejack stomped her hoof, "Forget it, Big Macintosh. Ah'm not talking to you."

There was a slightly scuttling sound that nopony noticed.

"Y'all talking to me right now, ain'tcha?" Big Macintosh countered.

"Yeah. With _mah friends._ Y'all remember what a friend is, don'tcha Big Macintosh?" Applejack snarled.

Big Macintosh's jaw hung open, the stallion at a loss for words.

Fluttershy poked her head between the Apple siblings. "Ummm...I know this a family thing, and that this is a really intense moment for you two, but...uh...Diamond Dogs are stealing the gems."

The ponies all threw their gazes towards the wagons. Which, sure enough, were empty with the silhouettes of three stone gray canines walking off with their arms full of gems.

The five friends went running after the three Dogs, getting the drop on them and knocking out them easily.

"Look!" Pinkie yelled,pointing a hoof into the distance. There holes steadily being dug all around the mining area, each with another Diamond Dog popping out, ready and eager to steal the fruits of the Ponies labor.

"Ah'll go get Breakdown!" Big Macintosh announced, running off the way he came.

Pinkie put a hoof to her head, "How will _that _help?"

* * *

><p>Breakdown, some Vehicons, and Vehicon variants that had no silver and instead had two round visors instead of a triangular red one were watching some ponies struggle to figure out how to work the Decepticon's drill tanks.<p>

Lyra was having difficulty making her's start.

Bon-Bon wasn't faring any better.

Cheerilee had managed to make her's go in reverse, but smashed it into a stray rock without being able to hit the brakes.

Ditzy Doo, in contrast, was having no issues with driving hers beneath the earth and up back out of it with a stock of gems in tow.

"Get a temporary license for the cross-eyed one." Breakdown whispered to a drone. The drone nodded and went off, presumably to do just that.

"Breakdown! Breakdown!" Big Macintosh yelled through huffs and pants, rushing towards the testing tracks.

"Big Red! Somethin' up?" Breakdown greeted upon seeing the huffing pony.

"Eeeeyup! Diamond Dogs are popping up everywhere!"

Breakdown stared blankly.

"...That's bad!"

"Oh," Breakdown commented. "I think we can fix that. Right boys?"

The Vehicons nodded and saluted, though some opted to pound their hands together in anticipation.

* * *

><p>Granny Smith and Filthy Rich charged from different directions directly at a Diamond Dog. The dog disappeared beneath the soil, causing the two ponies to bang their heads against the others.<p>

"Outwitted by a Diamond Dog..." Filthy Rich rued.

Zecora was flanked on all sides by multiples of the rocky canines. She pulled some powder out of her pouch and blew on it, causing a green smoke explosion that covered her escape.

Applejack was making clever use of the wagon she was hitched to, slamming Diamond Dogs with in the sides with it's bulk. She thought she was doing well, though when she heard the _thoom_ of the Decepticons approach, she was fairly certain that her performance was about to drop in success.

"These the...'Diamond Dogs'?" Breakdown asked to no one in particular. Both Applejack and Big Macintosh told him yes.

"All righty then." A Vehicon handed Breakdown a microphone, which Breakdown turned on and spoke through.

"_Attention, Ponies. It has come to my attention that 'Diamond Dogs' are rapidly appearing across the work site, and will jeopardize all progress if left unchecked. As such, you may remove any equipment on you if it interferes with your ability to handle the problem. The same will apply to the addition of equipment if you think you can use it for combat._" Breakdown handed the microphone back to the Vehicon and shifted his arm into a hammer. In addition, a purple, spout-like device that Applejack did not like the look of appeared on Breakdown's shoulder

"Let's do this." Breakdown calmly ordered the Vehicons, who began splitting up and charging at the stony intruders, pounding them, kicking them and blasting at them.

"Ah...ah, it...wha?" Applejack stammered.

"C'mon. You don't think we Decepticons have the ability to recognize problems?" Breakdown chided Applejack as he ran in after his companions and threw a Diamond Dog like a golf ball with his hammer.

"Ooo! You know what would help right now?" Pinkie asked rhetorically.

"What?" Rarity answered.

"A _parody_!"

"Darling, I don't think a parody is the right thing to do right now." Rarity tried to inform her friend.

But it was too late.

* * *

><p><em>Ooooo!<em>

_Oooooooh!_

_Everypony was Kung Hoof Fighting!  
>Hoo!<br>Those Dogs were fast as lightning!  
>And it was a little bit frightening!<br>(Doo-doo-dooo!)  
>But we fought with expert timing!<em>

_There were Funky Zebra Mares_

_From Funky Zebra Town_

_They were hexing them up_

_and they were hexing them down!_

_It's an ancient Zebra art,and everypony played their part!_

_It's a buck to the front,_

_and a drop into a haunch!_

_Everypony was Kung Hoof Fighting!  
>Hoo!<br>Those Dogs were fast as lightnign!  
>And it a little bit frightening!<br>(Doo-doo-dooo!)  
>But we fought with expert timing!<em>

* * *

><p>The parody song was surprisingly well-received by the Decepticons, who even added a verse of their own that was more fitting to them!<p>

* * *

><p><em>Every 'Con was Circuit-Su Fighting!<em>

_Hah!_

_Those pests were fast as lightning!_

_And it was a teeny bit an-noy-ing!_

_(Nah-nah-naaah!)_

_But we're experts on de-stroy-ing! _

_There were Ponies on the left!_

_and Dogs on the right!_

_We jumped and we shot,_

_And all the ponies stepped back a trot!_

_Every 'Con was Circuit-Su Fighting!_

_Hah!_

_Those pests were fast as lightniiinnn'!_

_And it was teeny bit an-noy-ing!_

_But we're experts on de-stroy-ing!_

* * *

><p>Amidst the trotting, bucking, shooting, chopping and more bucking and shooting, it was hard to tell what was going on. But it wasn't a <em>total <em>mess.

Dash was certain a Vehicon had punched a Dog's lights out mid-flight just as it was pouncing on Scootaloo and Applebloom.

Granny Smith threw Filthy Rich like a baseball at a gaggle of the Dogs (A fact which he objected to severely, but after seeing the devastating results, he was all-too-eager to have her do it again.)

Breakdown's hammer pounded a Dog into a crevice that wasn't there before the hammer hit the ground.

Another Vehicon saw Smith chucking Filthy Rich around and adopted the tactic, grabbing three (very confused) ponies, setting them some distance from each other, and kicking one, sending it flying into the other two and they all began bouncing across the battlefield like Pool balls on a table, knocking out any Diamond Dog that got hit by them.

Angel, the spoiled brat of a bunny he was, was hoping about the battlefield, trying to find his mistress and make her cook something up for him. He spotted the mare huddle up against a rock, trying to avoid the fighting all around her. A charging Diamond Dog hitting him interrupted his pace, and he was thrown against another rock. He tried to stumble to his feet, but the blow had apparently knocked his stamina out of him, as evidenced by the fact he collapsed.

Fluttershy noticed her pet and the Diamond Dog leisurely walking away from the scene of his crime.

"You...you hurt my bunny." Fluttershy stammered.

"Eeyup!" The Dog replied, not even bothering to turn his head back.

"You...you hurt my bunny." Fluttershy repeated.

"Hrrrnn...so I've heard." The Diamond Dog growled and continued his walk.

His walk was interrupted by the ground around him shaking and a crack in the earth appearing beneath him. A voice called out to him. A voice filled with rage and hate. A voice that reached into the soul-his soul- and removed all trances of hope and love and other emotions until the only he could feel was dread.  
>"YOU. HURT. MY. <em>BUNNY.<em>"

The Diamond Dog whimpered "_Mother!_" before his vision turned upside down.

After a beating Fluttershy deemed 'sufficient' but most ponies would consider 'brutal to the highest degree' Fluttershy flew up to the apex of the blue sky and screamed down with bone-shattering intensity to the mine site below:

"_WHO ELSE WANTS SOME_?"

All combatants of all sizes turned their heads upwards to see the source of the noise. Most of the ponies were startled to see Fluttershy so riled up, but the Decepticons didn't know what to make of it.

Fluttershy rocketed down to the earth below and began a vicious crusade of violence on the Diamond Dogs. It was viscous to the point of scaring the wits of everypony and Decepticon there, causing them to try and put as much distance between them and the whirling pink blue of rage as possible. Breakdown and Big Macintosh were 'scared' _per se_, but both were smart enough to decide they wanted to be away from the yellow pegasus.

The crowds of Decepticons and ponies alike bundle behind rocks and boulders to observe the campaign Fluttershy had taken upon herself.

"Rarity?" Sweetie Belle asked, "What's Fluttershy doing to that Diamond Dog?"

Rarity took her hoof around Sweetie's eyes and brought her closer, "You're not old enough to know..."

"_Wow._" remarked a Vehicon, "Look at that _pony _go!"

"This is the most terrifying rampage I have ever seen." Another one remarked.

"Even more than one of Megatron's?" a third questioned.

The second raised his hand to say something, then put it to his chin. "_Ooooh_...that's a tough call."

"Can you imagine if that pony's was under our command? Just think of what could happen!" Yet another Vehicon supposed to his friends.

Breakdown scratched his chin, looked at Big Macintosh, particular his blazer with the Decepticon insignia on it. Then looked at Fluttershy, then back to Big Macintosh, then back to Fluttershy. A devilish smirk creased across his face.

"Why _imagine _it...when you can make it happen?"

After some (actually many) light (actually very heavy) beatings, Fluttershy lowered her body to her hooves, let out a deep breath, and seemed to wake up from some magic-induced haze.

"Oh my goodness!" she exclaimed, "What happened to these poor Diamond Dogs?"

"Uh, Fluttershy, darling?" Big Macintosh answered, "_Y'all_ happened to them."

Fluttershy put a hoof to her chin in thought. "Oh yeah. Yeah...They...they hurt my...bunny. " Fluttershy's pupils shrunk to viper's size and shape, and her wings sprang out. "_I'm gonna give it to 'em some more_!"

Big Macintosh caught Fluttershy by the shoulders and brought her back down before she could get much height, "Fluttershy, darling, ah think you've gave them enough of 'it' to last a few days...or a week...or a month."

Fluttershy's eyes returned to normal. "Oh...Yes, I guess you're right."

The moment became awkward for a moment, before Big Macintosh spoke again.

"So...Breakdown wanted me to ask you to sign up for the Decepticons."

"Oh, well, that's nice of him- _what!?_"

"Breakdown...has asked me...to asked you...to sign up...with the Decepticons...like ah did." Big Macintosh explained.

"B-but why would he want _me_?" Fluttershy asked. She looked around..and saw the numerous Diamond Dogs, who, while alive, would not have the ability to move their limbs the right way for a while.

"...Oh yeah. Um, could I...could I talk to my friends about this?" Fluttershy asked with a nervous hoof-scrape. Big Macintosh nodded and walked away.

"_Attention, Ponies! With the Diamond Dogs dealt with, all prior procedures now apply again. Please resume whatever you were doing prior._" Breakdown's voice echoed from his microphone.

The ponies and Vehicons all did as instructed.

* * *

><p>Flutteshy, once again hauling a wagon alongside her friends, was increasingly nervous about the issue she had to address. She stopped to work up the courage.<p>

Her friends eventually noticed the lack of a Fluttershy and turned around to the mare standing still.

"Fluttershy, hon, what's the matter?" Applejack inquired.

"...Big Macintosh asked to join the Decepticons." Fluttershy answered.

Applejack and Dash's faces contorted to scowls. "The _nerve_!"

"Fluttershy, Big Macintosh is an attractive stallion, but you can't let that fool ya!" Pinkie warned.

The three resumed their hauling, but Rarity stayed behind.

"Rarity?"

"Just a minute, darlings. Me and Fluttershy will be right over." Rarity announced, walking over to Flutteshy and putting a hoof on the pegasi's shoulder.

"Fluttershy, darling...The others don't see something that I do."

"Oh?" Fluttershy mumbled, "What's that?"

"That this is a golden opportunity."

"Huh?"

"I know...you are the not best pony to ask this sort of thing...but you are in the best position to do so. I think you should accept Big Macintosh's invitation and earn the Decepticons trust. And when you have it, find out where Twilight Sparkle is, and, ideally, rescue her."

"Oh _no_!" Fluttershy exclaimed, "I could never use somepony's trust against them like that."

"The Decepticons aren't ponies." Rarity reminded her.

Fluttershy looked on with concern, "You don't think...that's what Big Macintosh is doing? Earning their trust so he can beat them later?"

Rarity shook her head, "I don't know, he seemed to really want to talk to Applejack, and with how stubborn she is, I'm fairly certain we couldn't convince her of that easily _if _that is indeed the case."

"If I joined the Decepticons...could I ask him?" Flutteshy supposed.

"No. If it _is _the case, you would be jeopardizing his position. If you asked, and if _isn't _the case, he'll suspect something and report you to his superiors. But listen to me, if you _don't _join them, that's one less advantage we could have that we don't...I know I'm asking a lot of you, but...it's for Twilight's sake."

Fluttershy and Rarity exchanged heavy looks.

"OK...I'll do it. For Twilight. For our friend."

Fluttershy unhooked herself from her wagon and flew off.

Rarity looked at the the now ponyless wagon. How to pull it before a Vehicon noticed, she wondered...

* * *

><p>Breakdown and Big Macintosh were banging hammers (Though Big Macintosh's wasn't integrated into his arm) trying to fix the drill Cheerilee broke.<p>

"Um, Big Macintosh?...Breakdown?" Fluttershy's meek voice managed to carry over to their ears. Both bruisers looked to see Fluttershy...well, fluttering.

"Fluttershy! What brings you here? More Diamond Dogs?" Breakdown chuckled.

"Um...no...I went over it with my friends and...I would like to join the Decepticons."

Breakdown smiled, while Big Macintosh adopted a stray expression of surprise. "Great! I'll send for a GroundBridge."

Fluttershy shrunk slightly at the word. "Ground...Bridge?"

"Yeah," Breakdown answered while a putting a finger to the side of his head. "Portal network used for fast-as-light travel between two areas...so long as they're on the same planet."

There was clicking from Breakdown's head.

"Yeah, Breakdown here. Got another pony who wants to join the cause. Can I get a Bridge for her?"

Within seconds, a large, green circle appeared by their location.

Fluttershy looked at it with dread. "Will...will Big Macintosh come with me? That thing's scary."

Breakdown looked at the red pony in question. "Yeah, sure. I can handle things by myself for a while."

"Thank you." Fluttershy muttered and stood in front of the green circle. Big Macintosh walked to her side and grabbed her hoof reassuringly.

"Hey...ah'm here for you."

Fluttershy smiled at the farmer's kind words.

They jumped into the green circle together. Fluttershy felt rather like electricity -and a lot of it- was being pumped into her. Everything seemed to fade away as she and Big Macintosh tromped through the portal.

* * *

><p>Celestia had quickly taken to establish herself less a 'Adviser' and more a 'Bossy Secretary' making sure all the projects were done on-time, that all the drones and ponies were doing what they needed to be doing and where it needed to be done. She was even given her own blazer like Big Macintosh's. Upon reflection, Celestia found that some good could come out of the Decepticons occupation. Namely, that the spoiled Canterlot nobles who climbed their way to the top would be reminded of what it's like to do work. She felt fairly certain, even without any confirmation or contact, that Fancypants would enjoying whatever difficult task the Decepticons had forced upon him and his wife.<p>

At the moment, she was in the throne room, alone with Soundwave while Megatron was doing who-knows-what. She was in fact, enjoying herself by playing a game with the thin Decepticon; 'Make Soundwave Have An Reaction', where she went and made all sorts of annoying noises and gestures in an effort to make the stoic Soundwave...well, react, obviously.

She had tried lighting her horn to intolerable levels of brightness.

She had tried flapping her wings in the most annoying manner possible.

She had tried dancing so unfashionably, Rarity probably faint from the lack of rhythm.

She had tried _yodeling._

So far, Soundwave was winning.

"All right!" Celestia shouted, "I have given you my all, and you have made no reaction of any sort,as such, to make you have a reaction- _any _reaction,so long as your stoicism is broken- I will be resorting to..._drastic measures_!"

Celestia floated herself in front of Soundwave's (lack of a) face, her image visible in the reflective screen that composed it.

A pink object stuck out of Celestia mouth.

If he didn't react to this, Celestia would be sure he had no emotions at all.

She touched her tongue to Soundwave's screen and licked it, leaving minute traces of saliva on it.

The throne room doors creaked open, a red Earth pony and yellow pegasus entering through them. "Lord Megatron, ah-...wut?"

"Oh my!"

Celestia's eyes widened as she Fluttershy and Big Macintosh standing in the open doorway. She retracted her tongue inside her mouth and put her hooves to it in shame. "Big Macintosh! Fluttershy! I was...he was...we were just..._I can explain_!"

Soundwave made no noise, but he did throw his head back and put his hands to his stomach in a manner associated with heavy laughter.

_Oh sure,_ Celestia thought, _NOW he reacts._

"We can do that later." Big Macintosh assured her, "Where's Lord Megatron?"

"Out right now. He didn't tell me where he'd be or when he'd get back."

* * *

><p>"Knock Out," Megatron chided as he observed Twilight in her crate, "I had a deal with Celestia that her crown and throne would be mine in exchange for her student being fixed." Megatron slammed his fist on the crate's top. "This does not look 'Fixed'."<p>

"Well, I drained the Energon, but it got back in her somehow." Knock Out explained.

"What do you mean, 'The Energon is back in her'?" Megatron snarled.

"Exactly that." Knock Out answered. "I drained the Energon from her. I left the room and told her good night. And when I came back, she was chock-full of the stuff again!"

Megatron grunted in frustration. "Were there any guards?"

"Yes, but they were stationed outside the room." Knock Out replied.

Megatron glared at Twilight, who giggled. "Ah-haaaah...you're pointy!"

"Knock Out, have you considered the possibility that...she put the Energon back in _herself_?"

"Well...no." Knock Out chuckled, "I mean, what possibly reason could she have to _do_ that?"

Megatron grabbed Knock Out by the head and lifted him up, highlighting the difference in their statures. "As the medic, AND her current _caretaker_...It is _your _responsibility...to FIND..._OUT!_" Megatron bellowed before throwing Knock Out from his grip and storming out of the room.

Knock Out rubbed his shoulders sorely, then gazed at Twilight. "All right, Twilight...what is it your hiding from me?"

Twilight Sparkle looked at Knock Out conspicuously, shifted her eyes and then beckoned him closer with her hoof.

"Sometimes..." Twilight whispered, "I hear voices."

Knock Out crossed his arms and put on the warmest smile he could manage. "Tell me about the voices, Twilight."

Twilight whimpered. "I don't want to."

"Twilight Sparkle...I'm a doctor. You know what doctors do? What _I'm _here to do for _you_?"

"...No."

"They-in this case, I- are here to help you. I am here to keep you healthy. I am here to be your friend."

For some reason, Twilight winced and whined at the word 'Friend'.

"Now...Tell me about the voices."

* * *

><p>Megatron slammed the doors to the Fortress Throne Room open. "Celestia! I have unfortunate...news." Megatron leered at the yellow pony who wasn't here when he left, then turned to Big Macintosh.<p>

"Big Macintosh! _Inform _me if you will be bringing a _date_ in the fortress!"

"She's not mah date!"

"I'm not his date!"

"_Ahem._" Big Macintosh cleared his throat. "This is Fluttershy. She would to join us...like ah did."

Megatron 'hmm'ed and put his claw to his chin, "That would mean her fighting someone."

_Fighting! _Fluttershy thought to herself. Nopony told her she'd be fighting!

"Let's see...Knock Out's occupied...Airachnid would be too brutal on a new member...Breakdown would be too tough for her to get a hit in...Soundwave is too skilled, and I am too powerful..."

Megatron raised an eyebrow. "...That leaves either you or Celestia."

Big Macintosh raised his hoof. "Ah'll do it." he gazed at Fluttershy apologetically, "Sorry, darling, but there's no way around it."

"Very well then. Take the positions,everyone!"

Big Macintosh trotted over the throne,stopping halfway. Megatron, Soundwave and Celestia went over the side of the room by the window. Megatron coughed.

"_Hemhem..._We are gathered here today,within theses hallowed halls, to witness someone trying out for their dream. That dream being allegiance to Lord Megatron, and the right to bear the the Decepticon Flag upon their bodies. Standing in this someone's one is a pre-existing member. One who has already done this task...and succeeded. Should they beat the pre-existing member, they shall then walk side-by-side with them, united under the common flag of Lord Megatron's armies. They shall fight until one is no longer able to, and the one still standing will be declared victor."

Fluttershy wasn't entirely sure she understood half of what Megatron was talking about.

"Are both parties ready to fight?" Megatron questioned.  
>"Eeeyup." Big Macintosh drawled.<p>

"Um...um...OK!" Fluttershy stammered.

"_BEGIN_!" Megatron's voice rumbled the chamber.

Big Macintosh wasted no time charging at Fluttershy. The timid pegasus panicked, unsure of what to do. The rage that had impressed the Decepticons so much back at the mining camp was because of an animal that those nasty Diamond Dogs had injured. As far she knew,Big Macintosh had done no such thing.

Her eyes closed,and her latent animal instincts took over. She didn't realize it,but she lifted off into the air and slapped Big Macintosh in the face with her tail with enough force to leave a mark.

Big Macintosh's front hooves reach around Fluttershy's haunches,trying to -and succeeding in- bringing her down to earth before she could go up to high. However, Fluttershy's instincts were still in control,and they made her buck the stallion square in the chest,knocking him back a few inches. Fluttershy got to her hooves and turned around to face Big Macintosh,who charged at her again. She side-stepped out of the way and grabbed him by the tail with her mouth. She lifted him into the air and hovered up and down, alternating her height and trying to find the right height to drop Big Macintosh that wouldn't break anything major, but would still _really_ hurt. She eventually decided on a height and did so, letting the earth pony crash against the carpentering.

Big Macintosh's eyes swirled around from the impact. He raised his front hoof, "Ah yield!"

Megatron clapped, "Well done, Fluttershy! That fight was certainly an example of brain over brawn! I,Megatron,through the power invested in me,grant the pony known as 'Fluttershy' official status as an Honary Decepticon! Big Macintosh, if you would give Fluttershy a tour and a one-O-one on being a Decepticon..."

"Shore thang, My Lord!" Big Macintosh answered,limping towards the door.

There was a clash of thunder that illuminated the room,and Fluttershy rocketed out with Big Macintosh in her hooves.

Once they were out of the room, Fluttershy said Big Macintosh down to rest. Fluttershy scraped a hoof nervously. "So, um...Big Macintosh? Can...can I ask you a question?"

Big Macintosh nodded his head.

"...Why did you join the Decepticons?"

Big Macintosh looked at Fluttershy with sympathy in his eyes. "...Ah can't tell ya."

Fluttershy tilted her head. "Is it...for the same reason I did?...To help your friends under their noses?"

"...Eeeyup."

"That's...that's what you were trying to talk to Applejack about earlier, wasn't it?"

"Eeeyup."

Fluttershy nuzzled Big Macintosh as she remembered her friend's attitude towards him. "Oh, Big Macintosh...I'm so sorry."

"Nothing for y'all to be sorry for." Big Macintosh pushed Fluttershy off and stood up. "C'mon...Ah think ah'm well enough to give ya yer tour now."

* * *

><p>Celestia paced back and forth, not having much else to do.<br>Megatron and Soundwave stood by the window,watching the newly-developed storm.

"Celestia?" Megatron questioned.  
>The white pony snapped to attention, "Yes, My Lord?"<p>

"You have done your role well and explained many things to me. How there are different kinds of ponies, and what those different kinds do. You have also aided in scheduling and managing work. A job well done."

"Thank you...you flatter me." Celestia bowed.

"I _would _let you see your student, but there's been a slight...complication."

Celestia listened intently, "What's that?"

"Her 'fixing' is not going well. Something to do with the equipment malfunctioning..." Megatron lied. "Knock Out is doing his best to fix the problem as soon as possible, but to assure you I am not lying, I will let see her soon regardless."

Celestia nodded her head, keeping her composure, but inwardly, she was elated to be able to see her student again, even she was still...riddled.

"However, there's another issue I need your words on." Megatron interrupted Celestia's mental party.

"What's that?"

"You've told them that Earth Ponies control the...earth and farm crops. That Unicorns, with their magic, affect the sun and moon and affect the world in other ways."

"And you've told me how the Decepticons engage in conquest on your starship across planets, and how you crash-landed because of an Autobot trap...That you will not tell me more about the Autobots because you think I'll get 'silly ideas'."

Megatron laughed. "True, true...however, I must ask. Under what circumstance do Pegasi make it rain chocolate?"

Celestia's mind came grinding to a halt and stayed there a good minute before starting back up again.

"Did...did you say 'Chocolate rain?"

"Yes, Celestia. Chocolate...rain. Bits of brown cow juice, _dripping...FROM the sky._ COATING the grass in a _fine...dairy...dew._"

Soundwave raised his hand and beckoned Celestia over to the window.

Celestia obliged, and saw, to her horror, chocolate rain drizzling down from the heavens in the form of pink,stretchy clouds.

"No...NO!" Celestia protested. Not this! Not now!

"Celestia?" Megatron inquired.

Celestia match her gaze with Megatron's. "Chocolate rain only appears on one condition. And that condition...is when Discord's stone prison is cracking."

* * *

><p><strong>Author's Note<strong>_**  
><strong>_

_**Deleted Scenes:**_

_**During the lead-in to Big Macintosh's and Flutteshy's fight, Megatron yells at Big Macintosh that, as a Decepticon, "[Big Macintosh] CAN ******* HIT GIRLS!" **_

_**Originally, it was a Vehicon who kicked Angel and earned Fluttershy's wrath.**_

**I hope people don't mind me using 'Zebra' in exchange for Chinese in 'Kung Hoof/Circuit-Su' but I wanted to use something with hooves...and the buffalo tribe is a thousand miles away in Appleloosa, having nothing to do with anything, sooo...**

**I didn't _mean_ to make Knock Out creepy with Twilight in that last exchange, but I totally did.**

**Additionally, does anyone else wonder if Diamond Dogs and Timberwolves have the same relation to each other as real-world dogs and real-world wolves?**

_**Counters**_

_**Songs: 2  
><strong>_

_**Mood Whiplash: 6**_

_**Foreshadowing: 5**_


	5. Partners

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit fanmade work.**

**Friendship Is Magic: Prime by Darkryt Orbinautz**

**Act 1  
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**Chapter 5 **

**"Partners"  
><strong>

* * *

><p>"Discord?" Megatron inquired.<p>

"Discord is a Spirit of Disharmony who manifest himself as a Draconequus. Long ago, he ruled Equestria with his mismatched claws and caused suffering and misery for Earth pony, pegasus, and unicorn alike. Me and- I mean, _I_ confronted him and used the El- my _unique power_ to turn him to stone." Celestia explained, correcting herself on some bits she didn't want Megatron to know.

Megatron grunted. "There's something you're not telling me, Celestia."

Celestia shrunk against Megatron's steel gaze. "I...I am sorry. Discord's magic is terrible and horrifying. It corrupts your memories and warps your friends...Forgive me, if I do not wish to relieve those grim, dark moments."

Megatron curled his lips to frown, "I...suppose I understand. But if what you're _not _telling me becomes important later, I _will _press you for it."

"Of course, My Lord."

Lightning from the cotton-candy clouds fell upon a tree, turning from a tree to an ice sculpture _of _a tree.

"Discord is a wily foe, and he will most likely lure you into a trap to steal the crown from you."

Megatron snarled, "I think not." he proceeded to walk towards the door.

"W-what do you mean, 'you think not'?" Celestia shouted.

"I _mean_, Celestia, that I will be finding Discord...and putting an _end_ to him."

"You...you don't understand! He's the..." Celestia paused and cleared her throat to prepare the Royal Canterlot voice. "**SPIRIT OF CHAOS AND DISHARMONY!**"

Megatron stopped his pace abruptly and calmly turned back around.

"I do not _believe _in _spirits._"

He exited the room.

Celestia's thoughts turned to how her enemy was loose once more.

_How could this happen? How could've Discord escaped AGAIN? _Celestia thought, _I know...When Harmony is disrupted -such as Megatron ruling- the seal on him weakens... _

Celestia signed and looked Soundwave in the 'eyes'. "Do you think Lord Megatron will really be able to defeat Discord?"

Soundwave, for once, answered. Static buzzed from his head, then a recording of Megatron's voice played.

"_Megatron is commanded by NO ONE!_"

Celestia pondered if that was supposed to be her answer. She took a solemn gaze out the window towards the storm and shook her head.

Hey...Megatron said she could see Twilight now. Maybe she should go do that? But before she could exit the room, however, a blinding flash of white light filled it, and some chimeric creature with a mule's head,an lion paw and eagle talon, a eagle-coloured serpentine body, a red tail, two different sized yellow eyes with red pupils, a scaly red tail, a faun's left leg and a green dragon's right leg -Discord- floated arrogantly above her.

"Celestia, my little go-getter! It hasn't been _nearly _as long as since our last visit, compare four months, to, say...1000 years?"

Celestia snorted. "Discord, take what you want and _get out_!"

Discord chuckled haughtily, "Oh, Celestia! Who's to say what I want isn't _you_?" he punctuated the last word by coiling his serpentine body around Celestia's and massaging her with rhythmic bouncing.

Celestia was slightly perturbed as she thought about Discord knew how to hit all the right pressure points. It was only now that Discord noticed what was on-or rather,_ off-_ Celestia's head.

"Heeey...you're not wearing your crown!"

"Not _my_ crown anymore. I gave it to Lord Megatron to-" She cut herself off for the third time today. If Discord knew of Twilight's condition ...of course, that was being optimistic and assuming he didn't know _already_. "For reasons I will not tell you."

"Uh-huh," Discord sneered, curling his face to match Celestia's. "And where might this 'Megatron' be?"

Thunder flashed again, but was drowned out by the roar of fire and destruction.

"_DISCORD! SHOW YOURSELF! OR ARE YOU AFRAID TO FACE THE MIGHT OF MEGATRON!?_" boomed Megatron's voice from wherever in Canterlot he was at.

"Looking for you, I believe." Celestia quipped.

Discord made a noise of discontent and snapped his talon, disappearing in another flash of white light.

Celestia stood in her spot, mulling over the situation she was in.

"I think I'll go see Twilight Sparkle..." she turned towards Soundwave, who had refrained from action during Discord's visit. "I mean, if that's OK?"

Soundwave nodded his head and beeped a positive sounding note. Celestia assumed that was a 'yes' and left the room.

Now alone, Soundwave continued to watch the candy storm. Just as his interest was beginning to dwindle, it was recaptured by a smoky, glittering, dark blue cloud in the shape of a tendril pushing and shoving through the cotton candy.

Soundwave left the room, knowing full well that whatever that meant, it was nothing his master wanted.

* * *

><p>Megatron's Decepticon jet alt-mode cruised through the sky like a predatory bird, shooting and obliterating whatever one of Discord's creations got in his way. Thus far, his kill count consisted entirely of floating pies and stray cotton-candy clouds. Granted, the pies were all different flavors, but with how Celestia spoke of him so fearfully, Megatron was expecting something a little more...fear-worthy then...floating pies.<p>

He was growing irritated quite quickly with his lack of progress, and was considered just blowing up all of Canterlot with his Fusion Cannon to see if Discord was even here at all. However, a sparkling orb appeared in the corner of his vision, distracting him from that train of thought. The orb soon dissipated, replacing itself with some...donkey lizard creature.

"Megaaaaaatrooon! I was told you wanted to see me?" it sang-sung.

Megatron converted to his hulking robot form and crashed into the ground, reminding the dirt of his power again by causing deep cracks. He locked his hellish eyes on the mule-serpent.

"You are Discord?"

"The one and only!" Discord said with a bow. "So, what did you want me for?" he said, floating and laying on his back in the air.

"I am _reliably _informed that you would seek...this." Megatron brandished the crown on his finger, Discord's reflection visible in it.

"Whaaaaaat? Who told you that?" Discord feigned surprise. "I would be perfectly willing to say. Cut it in half and share it with you. Whaddya say, huh? Two Kings of Equestria? You know, an equal?"

Megatron snarled with an animalistic ferocity that even caused the arrogant Discord to be afraid.

The Draconequus just barely managed to avoid the blast of purple energy from Megatron's cannon, which was now smoking at the barrel.

"_No one _is an _equal_ to _Lord Megatron_!"

* * *

><p>Big Macintosh and Fluttershy walked down the hallway. They approached a red wooden Decepticon-sized door that was being guarded by two Vehicons, who targeted them with their arm-cannons. "Halt! Who goes there?"<p>

"Easy, fellas. Ah'm just showing her around." Big Macintosh motioned for them to lower their weapons.

"Anyways, this 'ere is where the 'Cons go for medical care when they get banged up." Big Macintosh explained.

There was an the sound of an explosion and Knock Out shrieking in rage.

"Um..." Fluttershy mumbled, unsure how to explain her concern. The Vehicon understood though, and knocked tentatively on the door. "Knock Out, Sir? Are you all right in there?"

"_Yeah, Fine!...well, no. But there's nothing any of you can really do about it!_" Knock Out's voice carried from the other side of the door. "_I'll let you know-whoo!- if that changes_!"

"All right, then." The Vehicon muttered.

Celestia walked up to Big Macintosh and Fluttershy. "Hello again."

Fluttershy bowed out of instinct. "Well, howdy Celestia! What brings y'all over here?" Big Macintosh queried.

"For my excellent performance, I have been granted special permission to visit Twilight Sparkle, whom I'm told is in there." Celestia pointed towards the red door.

Fluttershy made special note of this.

"Welllll, Ah still got a few things to show Fluttershy here. Ah'll leave you to it, C'mon darling." Big Macintosh grabbed Fluttershy and dragged her beside him.

Celestia looked expectantly at the guards. One knocked on the door again,

"_Yes?_" Knock Out replied.

"Celestia would like to see her student." said the drone.

Knock Out stumbled out the door, setting himself against the door's arch for support. His white thighs and his arms were covered in soap, while his shoulders had a flower bed bouncing on them.  
>"Uh..." Celestia mumbled.<p>

"Twilight's being a little..._snippy._" Knock Out explained, trying to bat the flowers on his left shoulder off. "Come on in if you're coming in."

Celestia trotted inside the door to the room, where Decepticon medical beds were scattered about, with shelves hooked to the walls full of equipment of all shapes and sizes.

Twilight was on one bed, broken tools surrounding her that were leaking green, purple, and blue fluids.

"Been trying to, ah..._overcome _the...technical difficulties." Knock Out explained.

Celestia coughed to get her attention. "Twilight? Twilight Sparkle?"

Twilight whirred her head to look at Celestia with her Energon-filled eyes. "Oh hi, Princess-lady!"

"Twilight, do you remember me?" Celestia asked with concern.

"Of curse' ah do! You're the pretty Princess-lady!" Twilight answered.

Celestia signed. "Is there...anything else you remember?"

Twilight put on a worried expression. "Welll...I remember that my parents signed me up for a School For Gifted Unicorns, and that I used to like reading books...but that's it."

Celestia frowned deeply. "Tha-That's it? Nothing else?"

"Nope!" Twilight answered happily.

"Tell her about the voices, Twilight." Knock Out instructed.  
>Twilight whined.<p>

"Voices?" Celestia asked.

"Yes...Twilight's been hearing voices. Voices she talked to me about. Voices I think she _should _be talking to you about. After all, not telling someone about a problem is an _excellent _way to make it worse...C'mon, Twilight Sparkle, you did it for me. Now do it for the nice...'Princess-lady'."

Twilight signed, "_Fiiiine_...Late at night, when I'm alone, I hear these voices in my head."

"What do they sound like?" Celestia questioned.  
>"There's a classy one, a harsh one, a soft one, an <em>extremely <em>annoying excited one, and a beckoning country one."

"What do they say?"

"They say they miss me...that they want me back...that they're my friends, but..."

"But?" Celestia snapped, "But? But what?"

"...I never had any friends. Never did, never will." Twilight answered flatly.

That was too much for Celestia to take. "I...I think I need to be alone."

Knock Out raised an eyebrow at this, but opened the door for her anyway, before Twilight could explain to her how putting the 'blue stuff' inside her makes the voices shut up.

Twilight, with the memories of the voices fresh in her mind, starting singing a song...a song that she didn't know where it came from, but it came to her nonetheless.

* * *

><p><em>My Little Pony, My Little Pony<em>

_I like having this stuff in me,_

_(My...Little...Pony)_

_So why won't you voices leave it be?_

_Seeing things_

_Through Energon!_

_Why can't you see_

_It's so much fun!_

_Injecting it, is so easy,_

_So leave me alone, please!_

_(My...My...My Little...)_

_I've never had any __frrrieeeeends__!_

* * *

><p>Celestia dashed through the complex halls of the Fortress, the large structure suddenly seeming not large enough, until she found one that was abandoned. Once there, she fell to the ground...and tears started streaming from her eyes.<p>

"Twilight, oh Twilight..." Celestia moaned. How could Twilight have forgotten her friends? Celestia wouldn't mind Twilight being unable to remember if her student at least had her friends, but now, with Twilight with neither nor...and Discord loose again...Celestia just felt like breaking down.

A Vehicon on patrol turned around the corner to see the weeping pony. "Oh! Hey,Celestia!...You seem upset. Can I...get you something? Smoothie? Maybe message your wings or...wax your horn?"

"N-no. I...I just want to cry right now. Thank you for offering, though." Celestia choked out. The Vehicon bowed and left.

To rub salt in the wound, Celestia suddenly got the nagging feeling she was forgetting something...a plan, of some sort...or maybe, even worse, that she was forgetting some_pony_ that was part of that plan.

* * *

><p>Discord summoned a holiday firecracker and pulled it open, causing a swarm of Parasprites to burst from it. The swarm gathered into one ball and quickly tried to made their way to Megatron, being blasted into nothingness by Megatron's powerful blast for their troubles.<p>

There was a '_chh-chi-choo-choo-chink_' and Megatron's cannon moved further up his arm, sticks and planks spouting out of his wrist, then clashing themselves together to one piece, forming a sword. Megatron charged and tried to swipe at Discord, who deftly floated and dashed away from the metal.

Discord charged up a ball of light in his paw and threw it at Megatron. It exploded, covering the Decepticon Lord in smoke. Discord enjoyed a hearty laugh as his apparent victory, but another purple blast of raw power blazing through the smoke showed the Silver Tyrant was by no means done for.

Megatron's body hummed as it charged up another shot, intended to strike down the mule-serpent, but it stopped abruptly when the light around the field suddenly disappeared and the chocolate rain subsided. Megatron threw his gaze towards the sky and saw a smoky, dark blue miasma with the the image of stars in it slowly,but surely slithering against the cotton-candy clouds, pushing them away or dispersing them.

Megatron glared daggers at Discord. "_Now _what are you doing?"

Discord threw his claws up in the air, "It's not me!"

Megatron didn't believe that, but a crackling noise coming from the miasma above kept him from voicing as such.

A lightning bolt flung down from the miasma, arcing and turning until it hit Megatron square in the chest, pushing the Silver Tyrant along the ground until it hit him against the side of a Canterlot manor, burying him beneath the rubble.

Discord gawked at the display, then looked up at the sky.

A hole appeared in the miasma, casting sunlight down in a holy display. Descending like an avatar of darkness, a large, black mare with raven wings and a pointed horn, a curled teal helm on her head and lightning buzzing around her like birds at a fountain, she spoke, her voice booming and thunderous

"**WHO IS THE CRETIN THAT DARES TO CLAIM THE THRONE THAT IS NIGHTMARE MOON'S?**"

Discord examined the pony bolting down from the heavens. There was something familiar about...what was it?

'Nightmare Moon' turned to see Discord floating there with a puzzled expression. She pointed her hoof at him "**You! What are you doing loose!?**"

"What do you mean 'what am I doing loose'? I'm doing what I do best! Causing Chaos!" Discord replied. He rubbed his eyes and stared at the black pony again. "Heeey...I know you!"

'Nightmare Moon's' eyes shrunk in panic. "**I...uh...no you don't!**" she objected.

"Yes, yes I do!" Discord countered, "You can't hide that behind that booming voice of yours...you're Princess Luna!"

"**No I am not!**" The black pony denied, desperately trying to keep her cover.

"Oh, you're not, are you?" Discord mocked, "Well, let's just see here..."

Before Discord could do anything, one of Megatron's Fusion blast just barely touched the both of them, singing an irrelevant portion of their wings off.

There were _puffs_ and _poofs_ As Megatron got up from beneath the rubble and brushed it off his body.

"It will take more then lightning to overcome ME!"

'Nightmare Moon' hissed and summoned another bolt of lightning to smash into Megatron. However, this one was intercepted by thin blue arm that braced itself in front of the Decepticon Lord.

"Soundwave!" Megatron exclaimed, "What are you doing here?"

Soundwave said nothing, but seemed to answer Megatron's question regardless. "Ah...yes. Sometimes, Soundwave, you're too good to me. I'll take the black one!"

Megatron charged at 'Nightmare Moon' while black tentacles spouted from Soundwave's back and launched at Discord, snapping him before he could react and slamming the chimera to the ground.

'Nightmare Moon' looked around the area for something to defend herself with. Her eyes locked a marble statue of a pony which she levitated and transformed into a giant sword. She spun the sword in front of her and had it clash against Megatron's blade. Both combatants separated their armaments once before clashing and grinding them together again in motions of fencing and parrying. 'Nightmare Moon' floated her's away from Megatron, then, while the Decepticon was preparing to thrust his sword, she struck her's across his chest, causing a huge gash that purple liquid began to drip from.

She took this moment to gloat, holding her sword up and yelling, "**HAHAHA! I have cut you, Silver Tyrant! Give up now, for I...have...the **_**poweeeer**_**!**"

Megatron unsheathed an not-yet-seen weapon from the arm his Cannon wasn't on. A pointed gauntlet, that was, for all intent and purpose, a brass knuckle with two small blades on the end, bar the fact it was silver. Raising it up, he took it and punched 'Nightmare Moon's' marble claymore, shattering it to uncountable pieces. Megatron snarled in triumph:

"The _power_...is _mine_!"

* * *

><p>Fluttershy and Big Macintosh were waiting outside the Fortress' throne room doors, waiting for any new orders. Big Macintosh's mind was occupied with how -or if- Applejack would forgive him, while Fluttershy was thinking about Twilight Sparkle...how she was so close, and yet so far...<p>

"Um...Big Macintosh? I'm gonna go see it those guards will let me see Twilight...if that's OK?" Fluttershy whispered.

"Fine by me, but they mite have somethin' to say about it."

Fluttershy lifted herself on her wings to where she remembered the red door being, where the two Vehicon's hadn't moved.

"You need something?" one of them asked politely.

"Um, yes...c-could I see Twilight Sparkle?" Fluttershy asked meekly.

The Vehicons turned to each other, hoping to convey a answer. One of them put it's hand to it's head, the communications soon following. "Lord Megatron? Another pony wants to visit the patient...yellow, with a pink mane. You sure? All right." The guard cut off his radio chat and turned back to Fluttershy. "Lord Megatron says you can, but under strict supervision."

"Oh...that's fine." the pegasus muttered. The Vehicons opened the door and gesture Fluttershy in, where Knock Out wasn't expecting another visitor. "Ehhh,...what's going on?" he asked with a headscratch.

"Megatron said this pony could see Twilight...under supervision."

Knock Out sign in understanding, "Ahh...all right, she's right there." he pointed towards the green crate. Fluttershy floated delicately up to it to see Twilight Sparkle laying on her back, her eyes still full of Energon and off-balance, like Ditzy's.

"Twilight?...Twilight, can you hear me?" Fluttershy whispered.

Twilight backed up into her crate at Fluttershy's voice. "You! You're one of the voices..."

Fluttershy didn't know what Twilight was talking about, but she went with it. "Um...yes. Yes I am."

"Go away!" Twilight snapped. "I don't need you!"

Fluttershy's eyes widened. "Y-you don't? But...Twilight, don't you remember me?"

"_No!_" Twilight barked, "I don't remember you, and I don't need you! I don't need _any _friends!" She spat out the last word with disgust.

A beep from Knock Out's head interrupted the conversation. "Knock Out here. Hmm?...Of course, I'll be right there, sir." Knock Out headed out the door, but not before ordering the Vehicon's to keep Fluttershy from letting Twilight out.

"B-but Twilight...don't you remember all the good times we had together?"

"No." Twilight answered with disdain.

"B-bu-but—but—but..." Fluttershy stammered, a tear forming in her eye, and she fell down to her stomach.

"Twiiii-Twiiiliiight!" Flutteshy whined desperately, closing her eyes to hide from reality. She felt a hoof on her chin, and opened her eyes to see it was Twilight's reaching out from a hole in the crate.

"...Fluttershy." Twilight said. "I remember, I remember...The Energon fogged up my head so very much, I'd forgotten..I...I'm so sorry."

Fluttershy got back to her hooves and wiped the tears from her eyes, "It's OK, Twilight...you're here now, with your friend. And that's all that matters."

Before the two ponies could say anything else, they heard the Vehicon's sobbing and saw them hugging.

"T-That was so precious!"

"She forgot her, and then she cried and then, and then she remembered her name! _So sweet_!"

Twilight Sparkle and Fluttershy laughed. "All right, Fluttershy, let's get out of here!"

The Vehicons snapped to attention with their blasters trained on the ponies. "Sorry, but our orders were to make sure Fluttershy didn't let you out."

Twilight glared from her box, then surged magic through her, causing an explosion that sent what _used _to be her crate flying all over the room.

"Uh, okay." One of the drones remarked, "I...I _guess _that doesn't count as Fluttershy letting you out...but Megatron will be displeased if we don't put you back in."

Twilight 'humph'ed and blasted both drones with magic, turning their arm-cannons to flowers and their feet into dirt, binding them to the ground.

They looked down, then to each other and shrugged, "Well, at least this way we can't say we didn't _try_."

"_Now_, Let's get out of here." Twilight instructed, and the two ponies jumped off the medic-bed and dashed out the door.

Big Macintosh was still waiting by the door when a GroundBridge opened up by it, Breakdown's vehicle skidding out from it in a hurry. "Hi Big Red! Bye Big Red!"

Twilight and Fluttershy turned into the corner of the hall just as Breakdown was turning out of it. Thankfully, he didn't run over either of them and didn't notice that Twilight was out of her crate.

Celestia flew in after Breakdown left and saw Twilight. "Twilight Sparkle? How'd you get out?"

"With a little..." Twilight gazed over to Fluttershy, "Help from my _friends._" Twilight remembered Celestia seeing her earlier, "Princess, about our talk from before, I...I'm so sorry."

Celestia raised a hoof for silence, "There will be time for that later. Right now, we need to get you out of here."  
>"The GroundBridge!" Big Macintosh shouted. "Ah'll help y'all through!"<p>

Twilight gazed at her mentor, who nodded approvingly.

Fluttershy and Twilight, guided by Big Macintosh leaped into the green circle, barely making through before it dissipated.

Celestia smiled a little. Things were about to turn around quite quickly, from the looks of it.

She entered the throne room and trotted over to see how Megatron's progress against Discord was going.

* * *

><p>"RRRAAAAAAGGGH!"<p>

Breakdown yelled as he leaped over the roof of as yet to be destroyed building and slammed his hammer-arm into Discord's back, sending the Draconequus flying through the air, where he was stopped by Airachnid's claws. The spider-'Con swung him around for a circles, then tossed him aside to Knock Out 's direction, "All yours, Doc-bot!"

Knock Out took his staff and caught Discord on it like some warped tennis racket and filling Discord's body with electricity. The burnt and battered Spirit slid off Knock Out's staff, only to land in Knock Out's free hand. Knock Out put away his staff and converted the arm to a buzz-saw. "Don't worry," he mockingly assured Discord, "I'm licensed to cut people open." He thrusted his arm, intending to cut Discord, but the Spirt slipped away from his grip and caused Knock Out to jam the buzz-saw into his own hand. He winced in pain before separating them.

Shadows of ravens and bats swooped in from the sky and dived towards the ground, intending to damage the Decepticons, but they dispersed into smoke when Soundwave's tentacles smacked them dead-on.

Megatron stomped through Canterlot's streets, trying to find the raven-mare that he lost track of while summoning his reinforcements.

A bat-shadow launched itself at him, but a blast from his cannon destroyed it easily.

He snarled in growing aggravation, "Show yourself, Nightmare Moon!"

A _thoomph _that shook the ground harder then his own steps, and he turned around to see a black dragon with a purple underbelly several times even his size. It roared and bellowed purple fire at him, His arm turned red with heat when he raised to block the fire. When the flame subsided, he shot three blasts at the dragon, which practically bounced off it's hide. He snarled and fired four more, which just as much effect.

Letting out a furious, yet controlled howl, Megatron charged and leapt into the air, using rockets in his feet to gain height, he brought his sword up and slammed it into the dragon's snout, cutting it's chest and stomach along the way as gravity brought him back down to earth-level.

The dragon disappeared in a puff of smoke like the bat's shadow did, 'Nightmare Moon' floating roughly where the scaly beast's heart would've been.

"**Well done, Silver Tyrant! Some have trouble realizing dragon's are immune to fire, and must be felled by steel.**" an observer might argue that Megatron's Fusion Cannon didn't count as 'fire', but Megatron wasn't the type to care about details.

'Nightmare Moon' lowered herself to eye level with Megatron and began to charging lightning in her horn. "**Despite that, I am by no means finished!**"

"_Neither _am _I_." Megatron countered, his Decepticon symbol beginning to glow. A glow that spread throughout his body in runic patterns, and changed his eyes from their hellish red to a soulless purple. A matching aura began to emanate from him, which he directed to his knuckle-weapon.

Lightning had built up around 'Nightmare Moon' to the point that she was inside a sphere made of the white plasma.

Megatron raised his fist, while 'Nightmare Moon' lowered her horn.

They both charged.

"**YAAAAAAAAAAAH**!"

"_SHEEEEEEEAAGGH_!"

Megatron's fist impacted into 'Nightmare Moon's' sphere, causing an explosion of thunder and fire that sent Megatron skidding across the ground and 'Nightmare Moon' tumbling through the air.

Both were disoriented during the smokescreen following, but they regained their bearings once it cleared.

Megatron primed his cannon and fired, a shot which would've put an end to 'Nightmare Moon', had she not teleported in a flash of white light.

He contorted his face in irritation,

Soundwave, Airachnid, Knock Out, and Breakdown came rushing up shortly after.

"Megatron, Sir." Knock Out saluted.

"_What_?" The Decepticon Lord snarled.

"...Discord escaped from us." Airachnid informed him.

Megatron blinked, put his claw to his forehead, then removed it and screamed in rage as he aimed his Cannon towards the skies, forcing an enormous pillar of light from it and clearing the sky of miasma and cotton-candy alike. He let out an exasperated sign. "Return to your posts, everypony."

Breakdown and Knock Out were smart enough to not mention how Megatron was so upset he was getting his pronouns confused, but not Airachnid.

"...Every_pony_, sir?" Airachnid inquired.

"YOUR POSTS!" Megatron bellowed. The Decepticons obliged, scrambling to get away before Megatron decided to take his frustration out on them.

* * *

><p>Fluttershy fluttered through the Ponyville Mine, looking for traces of her friends to inform them of the good news. Eventaully, rather then finding her friends, one of them found her, with Rainbow Dash rushing to her face. "Fluttershy! You...you joined up with those creeps!" She accused, pointing at the blazer Fluttershy had been given.<p>

"Well, yes, but..."

"But nothing! First Big Macintosh, and now you? Unbelievable! And to think I-"  
>"Rainbow Dash, Darling, that's enough." Rarity called out, pulling up their location with Applejack and Pinkie Pie.<p>

"You can't _entirely _blame Fluttershy...After hearing that Big Macintosh had invited her to join the brutes- I mean, The Decepticons, I talked her into it."

"Well why would'ja do that?" Applejack snapped.

"Because I thought that she might be able to aide Twilight in escaping her captors." Rarity explained, "After all, during trying times, one musn't underestimate the value..." she threw Rainbow Dash a glare, "Of _double-talk_."

Dash leered at Fluttershy and Rarity suspiciously, but she didn't lash out.

"So, um...Twilight's waiting for us with Big Macintosh." Fluttershy stated, with everypony's jaws dropping confusion and surprise.

Twilight and Big Macintosh paced around the cave area they had hidden Twilight in. During such, Twilight found a grey box with blue lines on it. She picked it up and gestured Big Macintosh to it. "What's... this?"

"That? That's just an Energon Cube. Holds the stuff after it's been processed." Big Macintosh answered, unaware of Twilight's previous...problem with the Decepticon's sustenance.

The Cube immediately became shaky in Twilight's hooves. The liquid within had felt so..._very good _while it was inside her. So nice and pleasant, like all the troubles in life just...disappeared.

She reached towards the corner of the Cube, intending to pry it open...

"Twilight, Sugarcube! Ya in here?"

"TWIIIILIIIIGHT!"

"Egg-head?"

Twilight switched her gaze back and forth between the ponies trotting into the cave and the Energon Cube in her hooves. She stopped and focousd said gaze on the Cube and took in a deep breathe, then exhaled.

* * *

><p><em>My Little Pony, My Little Pony, <em>

_(Myyyy Liiitttle Pony)_

_I'd forgetton what Friendship could be,_

_But then your tears reminded me._

_With help_

_From my Friends,_

_Our troubles_

_Will soon end,_

_With -our hearts-_

_united as one,_

_We'll free Equestria _

_From Meg-a-tron!_

* * *

><p>The Energon from the Cube covered the outside Twilight's hoof as she crushed the container in fury. She turned to see Applejack, Rarity, Rainbow Dash, Pinkie Pie, and Fluttershy all looking at her with concern.<p>

"You OK, Twilight?" Applejack asked tenderly.

"Yeah," Twilight answered, bucking aside the remnants of the Cube. "I was a little...foggy there for awhile, but I'm OK now."

"Awesome!" Dash cheered, "So, you got a super-awesometastic plan to beat the 'Cons?"  
>Twilight smiled. "Yup."<p>

"Awesome! What do you need? My aerial tricks?" Rainbow Dash offered.

"Mah strong legs?" Applejack added.

"Perhaps my eye for detail?" Rarity inquired.

"I need...Spike, a letter, a lot of rope...and...a Pinkie Pie Party." Twilight explained.

Everypony grunted, "Huh?"

* * *

><p><strong>Author's Notes<strong>_**  
><strong>_

_**Deleted Scene:**_

_**'Nightmare Moon': 'Fool! You face a living, breathing, GODDESS!'**_

_**Megatron: 'It will be good to fight my peers for a change.'**_

**This Chapter contains an example of the 'Chekhov's Gun' principle. Basically, If you write about a gun on the wall (Luna fleeing the Wonderbolt's show) in the first act, it should go off ('Nightmare Moon's' appearance) in the second, or the gun shouldn't be hanging there.**

**Also, I worked the brass knuckle from Megatron's Powerizer toy into the story...I'm not a nerd, _noooo_. **

**Tried to make it clear Energon was a drug to Twilight without explicitly saying as much.**

**Edit: It would seem the site does not support interrobangs.  
><strong>

**Counters**

_**Songs: 4  
><strong>_

_**Mood Whiplash: 6**_

_**Foreshadowing: 7**_


	6. And One Shall FALL

**Disclaimer: Both Transformers and My Little Pony are the properties of Hasbro. This is a non-profit fanmade work.**

**Friendship Is Magic: Prime by Darkryt Orbinautz**

**Act 1**

**Chapter 6: And One...Shall FALL.**

* * *

><p>Megatron sulked on his throne, Celestia sitting beside him on one side of it and Soundwave standing on the other like royal pets. Megatron made no effort to hide his disappointment with the results of his duel with 'Nightmare Moon', in spite of the fact the sky was at least cleared. Two Vehicons came in to report on the status of the Canterlot Mine.<p>

"Lord Megatron? Prince Blueblood is refusing to dig again."

"So _reprimand _him!" Megatron snarled, shooting a hole in the reporter's chest and sending him to the ground. Celestia was startled at the display of cruelty, but remained quiet. The other Vehicon bowed and left. Soundwave let out some kind of radio frequency, and Knock Out came into the room to drag the smoking body away, presumably to the repair room.

"I wish you wouldn't do that..." Knock Out muttered under his breath.

After Knock Out and his new patient left, a floating emerald wisp slithered in the room, flying directly to Celestia and transforming to a floating scroll.

"What's that you have there?" Megatron questioned with slight disinterest.

"A letter. Nothing more." Celestia answered quickly, using her magic to unfold the paper. She scanned it up and down, making sure not miss a single word, and closed it back up.

"Lord Megatron," Celestia spoke, "I believe we are need of a party."

"A party?" Megatron hissed.

"A party!" Celestia shouted with glee, "You know, a party, with games and drinks and candy and tricks!"

"And we 'need' one..._because_?"

"Well, all my little ponies-"

Megatron grunted.

"All _your _little ponies," Celestia corrected herself "Have been working so very hard to get your Energon, and you yourself have been...stressed out regarding Discord and 'Nightmare Moon'...I believe that a party would greatly relieve that stress _and _revitalize the miners."

Megatron shot a scowl at Celestia. "Oh, _really_?"

Celestia bowed "Yes...do you doubt my words.?"

"Yes, Celestia. I do."

"In all your interstellar travels, I assure you, you have not been to a party like this one, Lord Megatron...and besides, even if you do not enjoy the festivities, you should at least give your permission."

Megatron raised an eyebrow.

"The worker's have been mining for so long, their morale is low. Low morale means low work ethic. Low work ethic means low work. Low work means low output. Low output means low Energon." Celestia explained.

"Hmmmmm..." Megatron grunted, "You have my ear, Celestia. But I require more... _convincing_ then that to... allow frivolousness."

Celestia nodded in acceptance of this fact. If the Plan inscribed on the scroll worked, Megatron would indeed be getting 'more convincing'.

* * *

><p>Breakdown slammed his hammer-arm into the side of the base of a mountain alongside Ditzy's drill-tank, trying to break free any resting jewels inside. After a few hits, sapphires, rubies and emeralds came pouring out of the artificial opening.<p>

"Ha-ha! Great work, Ditzy Doo!" Breakdown complimented, taking note of the quite large selection of crystals.

"I made a star! Isn't it pretty?" Ditzy announced, pointing to the mountain side they'd been digging in. She had indeed, made a star engraving...but it was by no means 'pretty', as the lines were jagged and crooked, and could be barely be a 'star' so much as crooked triangles pointing away from a center.

Breakdown examined it the ugly work, then patted Ditzy gentle on the back. "Yeah...yeah, it is."

"You mean it? Sometimes, stuff I do doesn't come right because of my eyes..." Ditzy asked, gesturing around the top of her head.

Breakdown smiled, "I mean it. Your eyes don't work quite right either, huh?" he pointed towards his eyepatch.

There was a moment of silence.

A moment of silence interrupted by _Fluttershy, _of all ponies.

"Um, Breakdown? C-can I get your help with something?" The butter-pony asked timidly.

Breakdown turned from the gray pegasus to the yellow one, "Yeah, sure. What's up?"

"There a couple of ponies on the outskirts of the mine doing things I think you would...disapprove of." Fluttershy explained, pointing in the direction that these alleged ponies were in.

Breakdown nodded and pulled out the remote from earlier, "All righty then. Let's go."

* * *

><p>The Decepticon and pony made their way to an empty patch of dirt and gravel some good distance away from where most the mining equipment was. Most the boulders around were untouched,and there was little sign of Diamond Dogs.<p>

Breakdown put a hand over his forehead to shield his eyes from the sun as he scanned for signs of these supposed trouble-makers.

"I don't see anypony or anything...you sure they were here, Fluttershy?" Breakdown inquired.

"Yes. Definitely." Fluttershy answered, waving a hoof at the sky.

"Whatcha doing that for?" Breakdown questioned upon seeing the seemingly random body motions of the pony.

"It...it's just a pegasus thing we do." Fluttershy assured him, "As is this." she added when she covered her eyes.

Rainbow Dash sat atop a cloud floating overhead. Looking down she saw Breakdown searching for something while Fluttershy covered her eyes-her cue. Turning around and rearing up, Dash slammed her hindlegs into into the collected bundle of water vapor, exorcising a flash of thunder from it.

The blinding light blurred the vision of Breakdown's still-good eye, while Fluttershy had succeded in protecting herself from it. In a adreline-fueled rush, she swiped the remote-device from Breakdown's hand.

When his gaze had returned, Breakdown's first thing to do was notice the remote had disappeared. He scanned the ground before turning towards his juinor Decepticon. "Fluttershy do you know-" He stopped when he saw the remote was in Fluttershy's hooves. Breakdown crossed his arms. "Fluttershy! You're not authorized to have that! Give it back to me. Now!"

"No." was Fluttershy's out-and-out reply.

Breakdown leered at Fluttershy at a bit. "No?"

"No."

"No...Fluttershy. I don't _want _to hurt you. But if you don't give me that remote, I'll have to punish you for disobedience."

Fluttershy whimpered. "Punish?"

Breakdown brandished his hammer and pounded it against his hand menacingly. "Punish."

Fluttershy started floating backwards, with Breakdown raising his hammer to strike her...

"_NOW!_" yelled a voice that Breakdown didn't recognize,but was fairly certain it had been amplified by an outside source like a megaphone.

Twilight, Pinkie Pie, Rarity and Applejack sprang out from behind various rocks. Each of them with lassos in their mouths and hooves. With military-like precision and focus, they ran, each one of them throwing their lasso in turn at Breakdown,who had been startled from the sudden ambush..

"W-What? What's going on?" The Decepticon balked as rope after rope after rope began enveloping him.

After each pony had released their lasso onto the metal brute,they pulled him down, his back thundering as it crashed against the ground.

"Hello, Breakdown." Twilight greeted as she climbed on top the Decepticon's chest.

"...Hoooowdy." was all the bruiser could reply.

"Now that you're good and bound...I have a request for you." Twilight informed him.

Breakdown squinted at the lavender unicorn. "And what might that be?"

"You're going to contact Megatron, and _highly_ recommend he let all the ponies and Decepticons go to a Party in Ponyville proper."

Breakdown's contorted in bewilderment. "...Why, exactly?"

"So that he's away while Me, Applejack and Rarity can go into Canterlot to retrieve The-er, some things."

"Uh-huh...well, even if I wanted to have a party -which I don't, mind you- I wouldn't help with your little scheme."

"You might wanna operate with us, seein' that yer restrained and all..." Applekjack pointed out.

"Oh really now?"

Breakdown preceded to transform into his vehicle mode,the shifting and rearranging of his limbs throwing Twilight Sparkle off him and causing each and every rope to tear or snap. His headlights flashed dramatically, and he revved his engine.

"SCRAMBLE!" shouted Twilight. the four friends did so.

Twilight, Applejack, Rarity and Pinkie Pie split up and began running around in circles in an effort to daze Breakdown.

"Ah...eh...hmm...AH!" Breakdown grunted,his windshield wipers shifting back and forth in emotion before he gunned himself and settled his lights on Pinkie Pie, beginning to chase her in an effort to mow her down.  
>Pinkie Pie ran, trotted, loop-de-looped and twirled about the rocky field, avoiding Breakdown's attempts to run her over. After the chase had been going on awhile, Pinkie leapt into the air and ducked into an abandoned Diamond Dog hole, eradicating any chance Breakdown had of running her over.<p>

Big Macintosh appeared shortly thereafter, Breakdown's headlights casting a weak shadow on him as the Decepticon hit his brakes.

"Oh heeeey! Big Red! A couple of ponies are staging a revolt. Would you mind helping me a bit with it?" Breakdown informed the crimson colt.

Big Macintosh took a hoof to his blazer jacket and tore it off, dropping it in front of him and stomping into the ground.

"Eeenope."

Breakdown made a indistinct noise of disappointment, knowing full well what that meant.

"Oh...I see...That...that's a real shame, Big Red. You were kinda growing on me."

"Ah wasn't so fond your pet name for me." Big Macintosh countered, scraping a hoof in anticipation.

Breakdown revved up again.

Big Macintosh snorted ,the way bulls do when they're about to charge.

A tumbleweed drifted between the two.

Big Macintosh turned his head slightly. "Pinkie Pie, honeybunch, why did you have a tumbleweed on ya'?"

"You _don't _have a tumbleweed on you?" Pinkie Pie retorted from her hiding place.

"She's...special, isn't she?" Breakdown questioned.

"Eeeyup."

The two bruisers resumed their serious stare down.

There was a horrid _screeee-ek_ as Breakdown put all his power in his wheels. Big Macintosh turned tail and began running in the opposite direction. Breakdown chased, trying to run him over.

Twilight Sparkle and Applejack watched as the crimson stallion led the hummer after him. "Ah hope he meant it when he said he knew how to deal with that jwoik..." Applejack muttered.

Breakdown's wheels whined in protest as they were given their greatest workout recently. Big Macintosh's hooves became caked in dust as they carried him over the ground. He went into a sharp turn, which very nearly caught Breakdown off-guard, but the hummer recovered quickly,making a turn of his own to trail the red pony yet some more.

Big Macintosh lips curled into a smile as he saw a particular large boulder, one certain to have to have jewels inside...

And certain for him to crash into if he didn't turn again...

Which he didn't.

"Hey...Hey! You realize, you keep going that way,you'll go _splat _against that rock there, right?' Breakdown called after, showing an abnormal amount of concern for somepony that he was trying to smush.

He realized too late that _splat_ was exactly what Big Macintosh was hoping for.

Having (arguably) the most powerful hind legs in Ponyville, Big Macintosh had no trouble using them to provide energy for a great, athletic, slow-motion front-flip jump over the boulder...

Breakdown hit his brakes, but it was too late.

With a wince-inducing _crrrrruuuuu-reeeeeech-ck-chk-chk_, Breakdown's hood went crashing into the boulder at a high enough velocity for it to be utterly crushed, ejecting some small parts from it as it did so.

"Scraaaaaaaaaaaaappppp..." Breakdown cursed, his systems powering down as he did so.

Twilight, Applejack, Rarity, Dash, Pinkie and Fluttershy all reconvened with Big Macintosh, the cyan pegasus in particular giving him a brohoof. "That..was..._awesome_!" Rainbow Dash complimented.

Big Macintosh blushed. "Yeah, well...what can Ah say, really?"

"You were amazin' right there, Big Brother! No need to act so humble." Applejack answered.

"Uhp-uhp-uhp! There'll be time for praise later! There's work to be done, now!" Twilight reminded them.

* * *

><p>Megatron paced in the throne room,wondering how he might go about finding -and more importantly, terminating- both Discord <em>and <em>Nightmare Moon. He goaded the former into revealing himself once, but the Decepticon Lord did not expect his enemies to do the same thing twice.

Celestia and Soundwave both watched his pacing,awaiting any decision that they would have to act on. There was a knock on the door.

"Enter!" Megatron barked. Knock Out quietly nudged the door open, "Uh, Could I borrow Soundwave from you real quick?"

Megatron grunted. "Hrnn...so long as it's _quick._"

"Thank you, Lord Megatron." Knock Out said with a bow as he exited the room, Soundwave following.

Now comfortably outside Megatron's earshot, Knock Out looked pleadingly at Soundwave. "So, uh..."  
>Soundwave leered at his co-worker, motioning for Knock Out to cut out any small talk from his statement.<p>

"...Twilight escaped."

Soundwave seemingly did nothing, but somehow Knock Out knew what he was saying.

"I don't know how! I wouldn't be telling you if I knew how,I'd be trying to find her!...So,think you can locate her and uh...make it seem like this never happened? _Ideally_ before Megatron finds out?"

Soundwave nodded. He always did his best to please Megatron. Twilight's image appeared in his screen-face and his chest seemed to flare out, before shifting and disconnecting, an aerial drone rocketing from it to and through the window, shattering the glass.

"...was shattering the glass like that _really _necessary?" Knock Out questioned.

Soundwave leered.

"Ah, yes...'it's dramatic'. I gotcha."

* * *

><p>Back in the throne room,Megatron's pacing hadn't ceased. Only when the communicator in his head beep did Megatron pause his walk. Putting a finger to his helmet,Megatron allowed his contact open access. "Megatron here. Speak your peace."<p>

"_Uh,yeah. It's Breakdown. I was thinking...all these ponies seem really depressed._"

"Breakdown, are you all right? Your voice seems...off."

"_Uh..umm...they're REALLY depressed sir. It's starting to get even to me._"

"Mmmm...is that so?" Megatron questioned.

"_Yeah. They have to work so hard for a leader they've only had a short while, and have to adapt to a total upheaval of their livelihoods..._"

"Breakdown, are you going somewhere with this?"

"_Yeah...I...was thinking...we could...throw a party!_"

"...A party." Megatron repeated.

"_Yeah, yeah, A party! Some games, drinks...maybe get to know one another a little better."_

"...You are not the first to suggest that to me today. I take this to mean this 'depression' is in fact holding up our operations...Very well. You and Celestia shall have your party. Megatron out." The Decepticon King cut off his contact, "Celestia!" He bellowed, making certain he had the white pony's attention.

"Fortune has decided to smile upon you today. You shall have your _party._"

Celestia bowed her head. "Thank you, Lord Megatron."

* * *

><p>Big Macintosh worked his way out of the heap that was Breakdown.<p>

"Good news, gals! He bought it, hook, line and sinker!"

The six friends (Plus Big Macintosh) engaged in a group brohoof.

"Right, now everypony remembers what they're supposed to do?" asked Twilight.

They all nodded.

Fluttershy and Big Macintosh went the direction of the Mine, Twilight Sparkle, Rarity and Applejack to begin their hike to Canterlot. Pinkie Pie and Rainbow Dash sped toward Ponyville.

* * *

><p>Airachnid crawled on her many legs, trying to shift the Pony laborers under her jurisdiction, not entirely understanding why her master had suddenly ordered a tremendous party that required as many attendee's as possible. But she didn't feel like pressing her luck right now.<p>

"Right you ponies, listen up! Megatron's having one of his loony episodes-"

"I thought he _was _a loony!" Soarin' interrupted. Airachnid ignored him.

"And has decided that everypony in the mines -that's you lot, and the lot over at Ponyville- should have a break in the form of a great massive party over at Ponyville, with one, ah... 'Pinky Pie' as your gracious host."

The Canterlot nobles who had been put to work instantly began chatting about this.

"Pinkie Pie? That dreadfully uncivilized pony from the Ponyville country backwash? I doubt a party from her would be consider relaxing." noted the upper crust ...Upper Crust.

"Quite." agreed her husband Jet Set.

"On the contrary, I think there'd be a certain unwinding element to a party made by her. You know,a chance to cast aside all your social duties and just be yourself." Objected Fleur-de-lise.

"Uh, uh...yes, yes! Of course!" Jet Set agreed with the mare who was higher up on the social ladder then he was.

Airachnid began crawling away to make some other preparations for this big, huge, spur-of-the moment hootenanny that she held nothing but resentment for.

* * *

><p>Knock Out and Soundwave entered the throne room,Knock Out fidgeting nervously with the timing of their summoning. Did Soundwave tell?<p>

"Get me the Ponies." Megatron barked. Coordinates and all sorts of technical detail flashed across Soundwave's screen-face. A GroundBridge portal appeared in the room,and Big Macintosh, accompanied by Fluttershy walked through in short order.

"I have called this meeting to discuss the upcoming party. Celestia here has convinced me having the workers and the troops together, not separated,is a good course of action. Attendence is not mandatory,so I wanted to know which of you will be going. I, myself will not."

Big Macintosh and Fluttershy exchanged sly winks. "Oh, but Lord Megatron! You simply must!" Fluttershy cried dramatically, fluttering up to Megatron's eye level. The Decepticon raised his pointy brow.

"And why is that?" Megatron questioned.

"It just wouldn't be the same without our _glorious _lord and master there!" Fluttershy answered.

"Plus, it's supposed to improve morale,and it wouldn't be very morale-improving to know their leader wasn't there!" Big Macintosh chimed in.

"...You're going to harp on about this until I agree to go, aren't you?" Megatron speculated out loud.

"Eeeyup."

"Fine. Lord Megatron will attend. Soundwave, Knock Out, what will you do?"

The addressed Decepticons exchanged awkward glances.

"Uh, Soundwave will be helping me with...a little project."

"Project?" Megatron hissed, "I haven't heard news of this project." Knock Out knew what Megatron was implying by this.

"Uh, er..." Knock Out stammered, unable to think of an explanation. Mercifully, Soundwave 'spoke' up for him, raising a hand.

"Oh. I see. Understandable." Megatron responded.

"Uh, perhaps we can join in later...after working on our project a bit?" Knock Out offered.

Fluttershy and Big Macintosh both nodded, "That'd be okay." they both told him.

"Soundwave,get Airachnid and Breakdown. I intend to get their standing on this." Megatron ordered.

"Uh...Breakdown's already told us he didn't want to come. Bad memories of parties, he said." Fluttershy quickly informed them, trying to cover the fact that Big Macintosh had totalled Breakdown moments ago.

"Hrrrn. All right, then..." Megatron responded. "Still, I do not wish to be there alone. I will be seeing if I can get Airachnid to come as an escort. Dismissed."

The Decepticons (and Ponies) bowed and left the room. Big Macintosh and Fluttershy shared a brohoof. So far, so good.

* * *

><p>Megatron's engines hummed with power,drowning out the sound of Airachnid's chopper blades whirling as they both descend onto Ponyville's grounds,where streamers,serving tables, ponies,and Vehicons were scattered about.<p>

The party was in full swing,with Ponyville's and Canterlot's ponies freely mingling with Decepticon drones.

Celestia floated down beside them a moment later.

"So, what do you think you'll do first, My Lord?" Celestia inquired.

"Nothing." Megatron answered.

"Nothing? But your troops are enjoying themselves!" Celestia decried,pointing a hoof over to a Vehicon,who was amusing some foals with a party trick.

He held up a cup of punch,poured the punch out,dropped the cup, grabbed the cup mid fall and recaptured the liquid in it. The foals started whooping and cheering.

Megatron grunted.

"Oh hey! You're here! Isn't this exciting? I'm excited,are you excited? I've thrown lots of parties, but never a _Decepticon _party before!" squeaked a high-pitched voice that was bristling with energy.

Megatron looked down to see a candy-pink pony that was twitching in excitement.

"...Hello. You are?" Megatron greeted boredly.

"I'm Pinkie Pie! You know, your _host_?" Pinkie Pie giggled, which Megatron found...kinda disturbing actually. "But, yeah! Isn't this party _great_? I got drinks and candy and games and toys and entertainment and everything!" Pinkie bragged, before taking on a noticeable frown. "You're not wearing any party hats!"

"Well...no. I-" Megatron began, but in seeming defiance of the difference in their statures, Pinkie Pie had stuck a kazoo and party hat in and on Megatron, Celestia and Airachnid each.

"There! Now you can _parr-teey_!" She whooped before sprinting off in another direction.

Celestia blew her kazoo with glee. Megatron spat his out his out with disdain, and Airachnid took her's further into her mouth and began munching on it with weak amusement like some candy bar.

Meanwhile, Pinkie looked on with glee as Spitfire and Soarin' dressed Rainbow Dash up in a outfit resembling the Wonderbolt's standard one, but white instead of blue, and red instead of yellow.

* * *

><p>Canterlot's streets were empty, except for the patrol of Knock Out, Soundwave and stray Vehicons who had declined their party invitations. One such Vehicon was in it's car mode and driving through an empty lane...but then a seemingly-normal piece of topiary seemed to sneeze, spurring the drone to reverse it's course and examine it. After a whole 80 seconds where nothing happened,the drone dismissed it, "Must've been a big bird getting' off of it or somethin'..." The drone resumed his leisurely drive.<p>

Behind the topiary, Twilight breathed a sigh of relief. "That was way too close."

"Well, it's not my fault I have such a delicate nose!" Rarity defended herself.

"Kinda is, since ya don't get too adventurous with yer body's immune system..." Applejack muttered under her breath.

Rarity raised a hoof to talk back, but Twilight 'Shhhh'd them both, "Come on!" the trio of ponies began galloping desperately out from their place, trying to edge their way to the Castle- Celestia's Castle-before they could be spotted. The tables of a deserted luncheon seemed close enough for them to dash to without notice. Unfortunately, they forget to consider the possibility of aerial patrols.

There was a _beep-beep-beep, _followed by a blaring, obnoxious siren. Twilight, Rarity and Applekjack looked up to see a gray gargoyle-esque creature,with huge wide wings and a beaked head. There were a few blue lights in it's body as well, but the red light that undoubtedly making the alarming sound was peering out of it's back.

"No, no! Please be quiet, please!" Twilight begged, but her pleading was disregarded. A red car came rolling up, rounder and smaller then the ones the Vehicon's turned into. It hurriedly shifted into a lean robot form,with patches of white and yellow details.

"Twilight! So good of you to turn yourself in like this."

"Knock Out!" Twilight snarled. Rarity and Applejack joined her in scraping their hooves across the door in anger.

"Hmm. Well, anyway, good work Laserbeak." Knock Out gave the gargoyle an affectionate pat on the head before taking a step closer to the trio of ponies and converting his arms into a long drill and a heavy-set buzzsaw.

"Uh...that doesn't seem too nice." Applejack observed upon noting the whirly-death blades built into Knock Out's arms.

Knock Out let out a 'Heh-heh!' kinda of evil chuckle...before bolts of lighting forced Laserbeak to the ground and put a good 8 meters between Knock Out and the trio.

"**Villain, you shall not harm them today!**"

"Nightmare Moon! What's she doing here!?" Rarity shouted.

"Not Nightmare Moon... Princess Luna _as_ Nightmare Moon!" Twilight rebuked.

The quasi-demonic princess crash-stomped on the ground and flashed them a comforting, if toothy smile. "**Indeed,Twilight Sparkle. We know not what thou hast planned,but we know it can only be good. We shall hinder thy red automaton whilst though continues thine journey unharmed.**" and with that, the night princess trotted with purpose towards the Decepticons. Laserbeak was smoking and immobile, so he (it?) seemed down for the count. Knock Out, however, was righting himself and had changed the drill-arm back into a hand form and gripped his electrified staff in it.

Twilight and company began rushing towards the castle,concerns of safety and stealth now gone. Knock Out noticed this, "Get back here!" he yelled, rearing to dash towards them.

A tendril of starry miasma tripped him. "**Villain, your battle lies with **_**me!**_" 'Nightmare Moon' roared at him.

"I'll play with you _in a minute_!" Knock Out quipped. He took his buzz-saw-arm and cut the tendril off his leg, then he leaped in the air a great distance and twirled,landing smack-dab in Twilight and company's pathway.

Rarity complimented his form, "Nice _Pirouette_."

"Thank you." Knock Out responded with a humble bow. Then he twirled his staff and brought it down on them,but he missed due to them splitting up. Applejack started jumping on tables in the luncheon,Rarity went adjacent,and Twilight dashed between his legs. He turned around to try to hit Twilight the staff again,but another star-tentacle thing wrapped around him,this time around his waist,and forced him down. He cut through this one as well and took a moment to introduce 'Nightmare Moon's face to his foot,disorienting the black mare. Getting back up,Knock Out saw Applejack was his closet target,and started to swing at her with the buzzsaw. Applejack leaped backwards on the luncheon's tables,avoiding Knock Out's reach like some warped version of Whack-a-Mole. At some point,the rush and swing of flying and dodging limbs caused Applekjack's hat to fly away.

Knock Out swung his staff at the orange pony,who jumped up real high and bounced off the awning and onto to the roof of the restaurant.

Knock Out narrowed his eyes at the cowpony and 'humph'd before turning and running away to chase down Twilight.

Twilight,for her part,had managed to locate another hiding place between some moving supplies that was deserted after the Wonderbolt's show was interrupted.

"Twiiiiliiiight! Come out and plaaaaaay!" Knock Out called mockingly,walking some steps towards her hiding place. Twilight could his foot from a peephole, and was worried he'd found out,but he turned and kept walking.

"Oh, C'mon Twilight, if I don't get you back into your crate, Megatron will be _very _unhappy!"

From her camouflage, Twilight rolled her eyes. Why would she care about making Megatron happy?

"Come on out, Twilight," Knock Out said, raising his staff in the air, "I've got some nice _Energon _for you! You like Energon, right Twilight?"

Twilight knew what he was talking about...and that struck a nerve. Sending the supplies flying,Twilight shot out and thudded her hooves on the ground and hissed. Knock Out whipped around to see his prey and smirked.

Twilight,not thinking and overcome with rage,let her magic surge out through her horn in whatever it pleased.

"W-what?" Knock Out gasped as his arm was enveloped in a lavender glow. The magic made it bend and whirl against his will and stab him with his own staff,giving him a electic discharge and knocking him out. He slumped into the ground.

Rarity and Applejack reunited with Twilight after seeing their foe downed, "That was clever, Twi'!" Applejack cheered. Twilight blushed a bit. "Yeah,well..."

By now,'Nightmare Moon' had recovered, "**Villain, you dare strike a princess so-!**"

'Nightmare Moon' saw that Knock Out was out cold, and Twilight and friends were glancing at her nervously. "**Oh-you...you beat him already! That-that's good...Mayhap you will let me join your venture?**"

Twilight, Rarity and Applejack all bowed, "Of course, Princess! We'd be honored to have you with us!"

The four ponies took a moment to make sure they had their bearings and then took a mad dash for the Castle. Vehicons would spot them every so often, but most of them dismissed the group as some ponies who declined going to the party, but the ones that realized Twilight was an escaped prisoner let it slide after 'Nightmare Moon' hurled a bolt through their chests.

After trekking and making small talk with some the less-informed Vehicons, they could see the Canterlot Castle, the home of Equestria's _true _monarchs, gleaming in the distance.

"There it is! We're so close now!" Twilight cheered.

"Yeah!" Applejack joined her,

"Let's do this, and put all this unsavory business behind us!" Rarity told them. 'Nightmare Moon' said nothing, but did join in the group brohoof.

"_Haa haa haa hah!_" A disembodied voice laughed. There was flash of white light,and Discord appeared before them, standing in their way.

"Well, well, well! If isn't my _favorite _little ponies!" The trickster said with a false gush on his face.

"**Cretin, leave! We wish nothing to do with you!**" 'Nightmare Moon' snarled.

Discord looked aghast at this, "_L-l-leave!_ Without even playing a game!"

Rarity stomped her hoof. "We simply do not have the time to engage in festivities with you!"

"Oh, Rarity, Rarity..._Rarity._ You just don't know, do you?" Discord mocked before putting his face up against the unicorn's, letting the tailor see in full detail the Draconequus' eyes and fangs as he snarled his next sentence, "There is _ALWAYS _time for a _game._"

The ponies tensed,Rarity in particular shivered slightly from the lack of distance between her and the demon. But a _THOOM-THOOM_ caused them all to whip around and see a thin, lean towering blue Decepticon looming over them,with a empty spot in his chest, like a huge piece had been surgically removed.

"You...which one were you?" Twilight pondered out loud, "...Soundwave. You were Soundwave, right?"

Soundwave nodded his head.

There was humming, hovering noise,and Laserbeak,still smoking,but mobile. He shifted his wings and panels and attached to Soundwave, filling up the empty section of the Decepticon's chest. That done, Soundwave pointed a creepily long finger at Twilight. Twilight put a hoof to her chest, "Me?"

Soundwave nodded again, making a 'come hither' motion with his finger.

"No! I am not going to let you take me back willingly!" Twilight huffed, eyes narrowed in anticipation of an action.

"Y'all want her back, yer gonna haf'ta to go through us!" Applejack told Soundwave, gesturing with her hoof towards Rarity, herself and 'Nightmare Moon'.

Soundwave either didn't know Discord was not the ponies' friends, or didn't care, as he sprouted five metal tentacle from his back and shot them over his shoulders, grabbing the Draconequus and each pony there once. His targets now firmly held, he dragged them across the ground painfully, making tracks in the dirt from where their bodies had been dragged.

"...Seems like he went through us all right!" Discord commented before Soundwave lifted them all up in the air and slam them back into the ground painfully, earning some groans from Applekjack and whines about ruined facials from Rarity.

* * *

><p>Back at the Ponyville party,the 'guests here, food here, mingle' phase had long ended and they had since entered the 'entertainment' phase,with the performers performing on a fold-out stage Pinkie Pie had pulled from nowhere. The curtains were pulled out to obscure the not-really-that-mysterious ensemble. Everypony and every 'Con pulled up their chair as the final touches were made.<p>

Seeing the party had slowed down a little, Megatron struck a conversation with Celestia. "I will admit ,Celestia...As loud as this party may be, I do see why you ponies would need to one every now and then...I actually feel relaxed myself."

"Oh? Relaxed enough to dance with me?" The white pony questioned with mischief in her voice.

Megatron wagged a scolding finger, "Relaxed, not drunk."

Celestia stifled a giggle.

Spotlights shined from the stage to the air. Smoke and sparklers went off from the base as the curtains were dramatically and slowly pulled open,revealing Spike in a tuxedo with a microphone.

"Ladies and gentleCons! Are you prepared to witness one of the most earth-rattling,bone-shaking,rocking shows ever done in Equestria!" The purple dragon shouted, trying to work the crowd. The Decepticons were silent, but some ponies cheered.

"Is your body _ready_ to _handle _the _sheer awesomeness _that will soon happen on this very stage...and in these very skies!"

More ponies cheered, some of them whooping.

"Mmmm...This iguana is good at working these ponies up, isn't he?" Megatron remarked.

"Indeed, colts and mares! In this performance,so great as to _burn out your brains..._ we have the six and only _Wonderbolts!_ The best flight team Equestria has ever known!" Spike continued in his working of the crowd. Funnily enough,a Vehicon raised up his hand.

"You there! You have a question?" Spike,pointing at the drone.

"Um...yes. You say the Wonderbolts are the best flight team Equestria has known...just _how many _flight teams HAS Equestria known?"

Spike shrugged, "I dunno..."

The Vehicon put his hand back down and muttered something to himself. Spike shook the interruption off quickly, easily returning to his boisterous announcing.

"But this performance,something special has been added! Something amazing something _mystifying _in it's raw, unbridled _cool-ocity!_"

"All true!" A voice agreed from somewhere behind the stage.

"Is 'cool-ocity' a real word?" a Vehicon questioned his associate,who scratched his head in thought.

"She won the Best Young Fliers competition,and rescued her friend and the judges while doing so,she helped save the world from both unending night _and _eternal chaos, this Wonderbolt show has the special guest performer of..._Rrrrrrainbow Dash!_" with that, seven pegasi ponies appeared onstage in a puff of smoke, all but one of them in blue costumes with yellow details,the one exception being the white costume with red details. They walked forward on the stage so they could be seen clearly and bowed,letting their fans admire them before they took off.

"Whoooo! Go,Rainbow Dash! Goooo..." Pinkie cheered, but stop seeing the disapproving looks she was getting from some Canterlot snobs and Vehicons alike.

The Wonderbolts and their special member savored the moment a bit before rocketing into the air with extreme speed,smoke, thunder, rainbows and thundering smoke forming exhaust trails behind. Moving swiftly and quickly,they formed smoke patterns in the sky,ranging from the Decepticon insignia to an whole diorama showing a pony-knight charging up against a dragon to rescue his princess. Even Megatron was a little impressed, as he had his finger to his chin.

"Saaay...these ponies are rather good."

Celestia leaned over Megatron's ankle, "Oh? What makes you say that?"

"They have excellent coordination, even with a 'special member',they know exactly how to direct their sky-routes to get their desired result...impeccable flying posture...if it weren't for the lack of weapons and transforming abilities, I'd almost say they could match the Energon Seekers."

"Energon Seekers, My Lord?"

"A extremely capable squad of aerial Decepticons that used to work with me.""

After forming a diorama of the Moon raising over some hills, Rainbow Dash barked an order "Okay, Spike! Lay it on them!"

The baby dragon nodded, "Okay, folks! It's time the grand finale before you go back to your cake and punch! The _cou'd' grace_! The unsheathing of the sword in the stone! The best of the best! A trick so legendary, that, until recently, it was thought to be _myth_! Ladies. Gentlecolts. Decepticons. For your pleasure, Rainbow Dash shall perform the _Sonic Rainboom_!"

Most of the crowd cheered, Vehicons included, excited despite the fact they hadn't the foggiest what a 'Sonic Rainboom' was.

Rainbow Dash broke away from the Wonderbolt's formation and proceded on her own path, blazing through, up and over various clouds to start her personal signiture move. She redirected herself straight up into the sky, raising up in extremely high before nosediving with her hoof held out. A cone of wind began surrounding her,showing that she was starting to put stress on the sound barrier she sought to break.

Airachnid noticed the wind tunnel forming and grew worried. "Celestia...Does a Sonic Rainboom _actually involve _a Sonic Boom?"

Celestia nodded eagerly, "Yes, a Sonic Rainboom is what happens when a pegasus pony -like Rainbow Dash- who controls the weather, and by extension, rainbows flies so hard as to break the sound barrier, causing a rainbow to engulf the countryside and a sonic boom to happen at the same time." Celestia explained.

Airachnid looked pleadingly at Megatron,who quickly saw the suggestion Airachnid was trying to make. They both got up and began flailing and shouting, "Stop the performance! STOP!" but it was too late.

Very nearly crashing face-flat into the ground,Rainbow swiftly turned back upward,the constant shift in direction letting the pegasus know how close she was to her goal. Too close to be stopped now, at any rate.

* * *

><p>'Nightmare Moon' stood up on the ground,regathering her strength from Soundwave's brutal assault...or at least, that's what she thought would happen. Instead,she reverted back into true form of Princess Luna and collapsed on the ground.<p>

Rarity,Twilight,Applejack and Discord weren't faring much better with dirt and light cuts and bruises,breathing heavy and toiled,lying on the ground.

Discord raised up his eagle-claw and snapped it,trying to get his magic to work,but to no avail. Soundwave's brutality had taken it's toll on him.

Rarity, in a step up from Luna, managed to force herself to her feet. "Twilight, Applejack...before I go, I just want you to know, it's been an honor serving with you, and Pinkie Pie, Fluttershy, and Rainbow Dash are the only other ponies I would've like to do this with."

"Do _what_ with,Rarity? No...no,you're not-" Applejack inquired.

"I afraid I am, Applejack."

"Rare, ya can't! Don't ya see-"

"See _what_, Applejack? My friends, beaten! My Princess,d rained! The worst foe Ponykind has ever known, stained black and blue with bruising, all courtesy of a superior opponent! Don't you understand,Applejack? _There's no hope_! No rainbow coming to save us, no giggling at the ghostie! This...This is our last sunset. Still...I will face my end with dignity." Rarity began walking towards Soundwave's position.

"Rarity, _NO_!" Applejack protested.

Rarity and Soundwave exchanged meaningful glances.

Rarity sighed and hung her head, lady-like of course. "Let's get this over with."

Soundwave raised one of his now empty tentacles, the pointedness of it's individual prongs now made clearly distinct. They seemed to hum as light shone off. Soundwave snapped it a bit, emphasizing how their deadly curves would the last thing Rarity felt. He raised it up into the air for dramatic effect. He tensed, ready to bring it down and end this white unicorn's life.

Twilight and Applejack both shed tears at her friend's impending end. "Rar...Rar...ite_eee_!" they wailed.

This was it for her. The end. The very, definite final end...Rarity had hoped it'd would be more romantic, but she couldn't do anything about it.

The field around them seemed to brighten as though a rainbow was approaching. In fact, one _was_, seemingly to sprinkle irony on the situation, causing Twilight and Applejack to cry harder.

However, as much they affected the world, ponies couldn't really see robot-disabling high concentrations of raw broken sound.

As the rainbow traversed across the sight of the battle, Soundwave seemed to seize up,then twitch. Sparks began to flare out across his chest before spreading to his shoulders and legs, and he fell over, spasming and shaking like he was having a seizure before his movement ceased completely.

Rarity's, Applejack's and Twilight's eyes were wide before Rarity turned back towards her friends,the orange pony with a impossibly smug smirk on her face. "What was that y'all were sayin' about no rainbow coming to rescue us?"

Rarity blushed, realizing how much of a _mule_ she'd just been made to look like. "But-I-it-..._how did it do that?_"

"Easy." Twilight said, having regained the energy to stand. "It wasn't a rainbow; It was a _Rainboom_."

The trio shared a tender moment as they realized they had just been saved by their cyan pegasi friend,despite the fact she was several miles away.

Seeing Luna and Discord had gotten it from Soundwave worse then they had, the trio of friends resolved to continue on...after using their magic to levitate Soundwave's body and crush Discord's with it.

As they trotted towards the castle,ready to at last achieve that which they had come to do in the first place.

Unfortunately, despite that drama, their troubles weren't over yet. Despite the rainboom having totaled Soundwave, it didn't interrupt the parasitic healing Laserbeak was going through while attached to his master. Acting of his own accord, Laserbeak detached from Soundwave's chest and transformed into his gargoyle mode, jetting after the ponies.

Applejack turned her to investigate the noise being made and saw Laserbeak coming after them. "Uh, Twi?"

"Keep running!" Twilight ordered.

The trio eventually reached the Castle doors,wasting no time to buck them open and rush inside. Tapestries decorated the entrance-filled room, more then a dozen stairs and doors on the left and right sides of the room. Sunlight shone in the window,casting a magical glow on the well-polished floor.

They were in the main foyer now.

"Right...so...our goal is...which way?" Applejack asked.

Twilight thought for a minute, trying to remember which one led to their desired path. Eventually she pointed, "That one...third stair on the left of the room."

There was a thumping noise. The ponies took a detour and scouted the room for it's source before Rarity pointed towards the windows. "Look!"

Laserbeak was charging against one of the windows, trying to get in. But even if he manged to break the window, his wingspan was too large for him to enter by it.

"Hahaaaa! He can't git to us in 'ere." Applejack laughed.

Laserbeak sprouted a tentacle from his underside, just like the one's Soundwave had, and broke a single pane in the window's glass, and slipping the tentacle in through it, allowing the access to the three ponies on the other side.

"Or...maybe he can."

"Just go!" Twilight snapped, and the three ponies made a mad break for the staircase, desperatly trying to ignore the streching appendage chasing them. They manivered up the stairs,through multiple halls and then through more stairs before coming across a hall of royal decorations. They stopped in it a bit to rest,as it seemed a sufficent distance had been put between them and their pursuer. But that didn't last long,as they whipped their heads around when they heard it clinking menacingly at them. "Great! Now whatever shall we do?" Rarity bemoaned. Twilight stammered, trying,but unable to think of something. Applejack swept her eyes across the room.

"Saaaay...Twilight,when ya' get the chance, tell Celestia ah'm sorry 'bout this."

Twilight opened her mouth to ask what 'this' was,but that became apparent when Applejack bucked a pedestal with a vase on it,sending the porcleian straight into the tentacle. The tentacle was disoriented,and writhed a bit before refocousing on it's targets...a 'bit' that Applejack used to gather other items around the room and buck _those _at it, slowly but surely burying it beneath shattered vases,paintings and decorative suits of armor. If she weren't so exhausted,Rarity would've protested at the maltreatment of beauty,but as it was,she kept quiet.

Eventually,the pile of items the tentacle was buried under quit moving,presumably because the weight of the pile had become too much for it. The ponies,seeing this,were confident they walk much more leisurly into the next room. And the room after that,and the room after and the room after that...until,_finally,_ they had reached their destination near the Castle's top...

The Royal Vault,with it's great mighty blue and gold door and windows they let them see Canterlot for miles. They made sure to lock the entrance to the Vault behind them,and laid down and took a nap there,sure that they were safe. After regaining their energies to a level they were comfortable with it. Getting back up and observing the door,they realized a slight problem with their intentions...

The Vault was magically enchanted so that only Celestia could open it.

"No! NO! We...we've gotten so very far!" Rarity cried.

"Yeah..yeah...that...that,right there... stinks." Applejack.

"No. No. No no no no no no no no _**NO!**_" Twilight protested,

Twilight Sparkle began pacing,wondering how she could overcome the problem they were not having. After going back-and-forth a bit,she went up to the door to examine it more closely,hoping to find a weakness -a crack, a dinge, rust, anything! But there was nothing there.

"No..." Twilight muttered weakly,water forming in her eyes.

Twilight cried softly into Applejack's shoulder,with Rarity putting her hoof around Twilight.

"It-it's not f-f-fair! We get so far...and we're stopped by a failsafe? A failsafe put in place by one of the ponies closest to me?" Twilight whimpered.

"Ah know, sugercube, ah know..." Applejack assured,trying to comfort her frineds.

The tender moment was ruined somewhat when all of a sudden, they had to avoid a barrage of pellets coming from the window. They saw Laserbeak hovering outside the high floor they were on, clearly having decided to take a different approach. The window was broken from his shots. Twilight fell to the ground when Applejack moved to engage the enemy.

"Ya mind? We're in the middle of somethin'." The cowpony hissed, scraping a hoof.

Laserbeak seemed to not mind,as he began preparing another round. But before he could unleash it,a dark blue blur began striking the Decepticon,flying up above,down beneath and doing all sorts of tricks as it pummeled the gargoyle, eventually beating it so bad nuts and screws came out of it and causing it to plummet to the ground, incapicated.

The dark blue blur slowed down, revealing itself to be Princess Luna. "Hark! How else may we aid thee?" Luna said with a bow.

Twilight bowed in turn. "Thank you,Princess Luna." there was moment of quiet thinking,then Twilgiht got a hopeful smile on her face. "...Princess Luna,think you can open that door?" Twilight pointed,

Luna looked at the Vault Door and nodded, "Verily!" She entered the room proper through the hole in the window and approached the Vault,her horn sparkling with energy as she put in the lock,causing the door to slide open with a huge grinding noise.

"Excellent." Twilight commented,entering inside the Vault. Picking something up and carrying out with her, she looked back to Luna pleadingly, "...Think you can teleport us to Ponyville?"

Luna flashed a grin.

* * *

><p>Celestia,Pinkie Pie,Fluttershy,Big Macintosh and the Wonderbolts were gathered tentivly around the Decepticons,who were only now healing up from the devastating effects of the Sonic Rainboom.<p>

"Oh my gosh! I am so very sorry. We didn't imagine that a Sonic Rainboom could have such _adverse _effects!" Spitfire apoligized to the Airachnid,whom was struggling to get back up on her eight feet.

"Yeah, yeah...totally _breaking_ and defying _two _COMPLETELY UNRELATED spectrums of science at once! Who could _ever think _that THAT would have adverse effects!" Airachnid snarked.

"Celestia." Megatron croaked. "You remember when I said that _even I_ was relaxed?...I'm not relaxed now."

Celestia bowed humbly, "I'm so sorry,My Lord. I can say with certainity this is the first time a Sonic Rainboom has caused _anything _distress or misery."

Megatron regarded Celestia curiously, "Didn't that talking ignaua say that the Rainboom was a myth until recently?"

"Well, yes..." Celestia muttered.

"Not much time to work out the kinks then, is it?"

Fluttershy locked eyes with a Vehicon that had come to,afraid of what it might say.

"Fluttershy?" The Vehicon asked tenderly.

"...Yes?" the butter pegasus responded.

"Ignoring the face that it completely knocked me, my comrades, and my commanding officers out...that Sonic Rainboom thingamabob was _awesome._"

"I'm glad you liked it." Fluttershy mumbled. She looked over the remaining Vehicons,most of whom were back up.

"So yeah, you saw that? That was let my discover my special talent!" Pinkie Pie informed the Vehicons around her, most of whom were unintrested and more concerned with making sure their fellow cannon fodder were all right. Seeing this lack of concern for her stories, Pinkie turned towards Megatron. "That Rainboom sure was something, huh Megsy?"

"Yes, yes, I suppose, after getting over the bit where it knocked me out, it _was _an impressive display of power. A shame you ponies didn't know what side effects it could on us Decepticons..." Megatron admitted,

"Oh,we knew what aber-aver-adverb- what bad things would happen to you if we did it! That's _why _we did it!" Pinkie Pie rambled.

This caught the attention of Big Macintosh, Rainbow Dash, Fluttershy and Megatron.

"Pinkie. shugar, please be quiet." The farmer stallion begged.

"Oh no, no, no! _Do _contiune, Miss Pinkie Pie. I'm curious to know what you're refering to." Megatron objected, his voice dangerously polite.

"Twilight told me and my friends that since you were machines,you were all senstive to sound and a Sonic Boom-well ,Sonic _Rain_boom would essentially ensure that she had the time to finish up!" Pinkie Pie continued, ignoring Rainbow Dash's facehoof.

"Pinkie. Pinkie. Pinkie. _Shut up_!" Fluttershy hissed,

"Twilight? Twilight...Sparkle?" Megatron quried.

"The one and only!" Pinkie said.

"And...how, exactly, did you and Twilight...communicate?" Megatron asked with a supsicous leer.

"Well, _duuh_! With our mouths! I mean, how else would we com-mun-icate? With a tumbleweed?" Pinkie responded.

"Shut up shut up shut up shut _UP_!" Fluttershy raved.

"And...what exactly, is it that Twilight intends to...'finish up'?" Megatron added.

"This super-secret, super-awesome plan that'll let me, her, Dash, Fluttershy, Applejack and Rarity give you a proper pony beatdown!" Pinkie cheered.

"Explain to me this...plan." Megatron asked.

"Well, Twilight managed to escape from you big meanies, and then she formed a plan where you and all the Decepticons would in Ponyville for a party by sending a letter to Princess Celestia and commendering Breakdown's phone-chat thingy, and then while you were here partying, she, Applejack, and Rarity would go to Canterlot and retrive the Elements of Harmony, and we had Rainbow Dash perform with the Wonderbolts so that she could make a Sonic Rainboom without supsicoion and keep you distracted long enough for her, Applekjack, and Rarity to get back with the Elements!"

Big Macintosh, Fluttershy, and Rainbow all facehoofed.

"I,uh...shouldn't have told him all that,should've I?" Pinkie asked.

"No." Megatron anwsered flatly before trying to pound Pinkie with his silver-knuckle weapon. A Vehicon started shooting at Fluttershy and Airachnid attempted to snap up Rainbow Dash with her extra legs.

The three ponies got together and began fleeing, Fluttershy on the ground by Pinkie's side. Dash flying with them. They deftly dodged the shots aimed at them as Megatron, Airachnid and the single Vehicon gave chase.

There was flash of white light,the one normally assicoated with magic teleportation, blinding Megatron for a moment. When the light had cleared, Fluttershy had removed her blazer jacket, Dash had removed her flight suit, and Pinkie Pie her party hat. And they were facing them now,with necklaces on. The brusied forms of Applejack, Rarity and Twilight Sparkle had joined, also wearing necklaces...well, Twilight's was a a tiara-thingy, but that was beside the point. Princess Luna was a comfortably distance behind them, content to let them take things from here.

"Megatron!" Twilight shouted, "This moment your reign ends! For this moment, me and my friends will beat you with the Elements of Harmony! On this field...six ponies and one titan do battle, and the one- and ONLY the _one_-"

"Shall _fall_. I've heard this before. " Megatron noted with rolled eyes.

Twilight smirked before closing her eyes and nodding her head. The necklaces her friends wore began to glow before shooting beams of light, each in their respective color up in the air. Twilight's crown was the last to join in it the activity.

The beams swirled and swished about,twirling and knotting into a heart pattern that exploded into fireworks of Twilight's and her friend's Cutie Marks,and then resumed a linear course into the air.

* * *

><p><em>(DHIIINE-DHIN-DHIIIIIIIIII)<em>

_YOU'VE GOT THE TOUCH!_

_You never run,_

_You never cry,_

_You're always kind_

_And you tell the truth_

_And you share with those LESS FORTUNATE THEN YOU!_

_YOU'VE GOT THE TOUCH!_

_(Doo-do-Da-doo-doo-doo!)_

_YOU'VE GOT THE POOWWEEEEERR_

_ONCE ALL HECK'S BROKEN LOOSE, YOU'LL HAVE RIDEN THE EYE OF THE STORM!_

_You may have bent, you may have broke,_

_but that's all over now!_

_You've got your friends_

_and THE ENEMY IS IN YOUR SIGHTS! _

_Now show them how_

_YOU'VE GOT THE TOUCH!_

_(Doo-do-Da-doo-doo-doo!)_

_YOU'VE GOT THE POOWWEEEEERR!_

_YOU'VE GOT THE MOTION!_

_ONCE ALL HECK'S BROKEN LOOSE, YOU'LL HAVE RIDEN THE EYE OF THE STORM!_

_The adventure has been tough, but all along you knew your FRIENDSHIP WAS ENOUGH_

_YOU'VE GOT THE TOUCH!_

_(Doo-do-Da-doo-doo-doo!)_

_YOU'VE GOT THE POOWWEEEEERR!_

_ONCE ALL HECK'S BROKEN LOOSE, YOU'LL HAVE RIDEN THE EYE OF THE STORM!_

_YOU'VE GOT THE TOUCH!_

_(Daaa-dadda-daa-DOOOOOOOOOO!)_

* * *

><p>Airachnid and the Vehicon slowly backed away from the light show. Megatron snorted at their cowardice and fired his cannon...only for his eyes to go wide when the shot dispersed against an invisble forcefield before reaching it's target. He gazed back up at the rainbow pillar,which was curving arching down,continuing and about to hit him dead on.<p>

Indeed,as the Element's rainbow laser began to fall upon the mighty Decepticon Lord,what might his thoughts be on the turn of events,whereupon the Silver Tyrant was about blasted by the full light spectrum?

"..._Scrap_."

The rainbow split up into it's seperate colors,each of them winding themselves around Megatron like an energy-based snake ,eventaully blotting out the ability to even see more then a shadow of the Decepticon leader. They began contracting, squeezing up upon his body, before a flash of white light filled the air and blinded everypony there.

When it cleared,one could easily hear the '_thunk_' of Megatron knee against the solid earth. The Element's' energies had burned Megatron black,with smoke and liquid Energon pouring out of him.

Celestia approached ad coughed. "I believe you have something of mine?"

Megatron looked at Celestia pitifully and weakly removed the crown from his finger.

"Uh-huh." Celestia nodded.

"Yes...yes. I can see wanting this back." Megatron admitted with his voice hoarse. "However...I feel spiteful." Megatron took the crown into his hand and closed his fingers around,crushing it into a find powder, which he spread mockingly over the ground.

"Oh, Princess! I'm so sorry-" Twilight began,rushing over,but Celestia raised a hoof for silence. "Oh Twilight! You have nothing to be sorry for. And besides...I can just order somepony to make me a new one."

Twilight and Celestia shared a smile,then turned their gazes towards Megatron. "Now what we supposed to do with you?"

* * *

><p>Twilight, Celestia, Luna and Twilight's friends were all gathered around, watching as the Decepticons loaded their restocked supplies on their repaired ship. Both Megatron and Celestia were thankful that the Decepticons had obtained enough Energon to restore their ship to full operational status.<p>

As the last of the Vehicons climbed aboard,they noticed Megatron lagging behind. "Megatron, Sir, are you not boarding?"

Megatron gave them a apprenhinsive look. "Just a moment...I wish to compliment our foe's tenacity."

One Vehicon looked at the other, hoping for an explaination, but he was denied when the other two just shrugged.

Megatron got nothing but dirty looks from the ponies as he reapproached them.

"Twilight Sparkle. Applejack. Rarity. Rainbow Dash. Pinkie Pie. Fluttershy. You have proven great foes this day, cleverly operating right under my nose, pretending to serve me, until you could reach such a point wherein I would be easy to defeat. And though am I loathe to admit it...You have actually surprised me. Should we meet again (A circumstance I know we _both _wish to avoid) I will be more prepared, and much harder for you to best again. However...I want you to take a special solace in the knowledge, that, when you are old and frail,and the ignorant ponies of the day mock you for being from yesterday...throughout the stars, and the cosmos..._Megatron_ will remember your names." He stiffend up and put his hand to his head in a begrudging salute.

Twilight figdeted nervously before deciding to return it, putting her hoof to head. Rainbow Dash and Rarity looked at her like she was crazy,then looked at each other,then shrugged and followed suit. The rest of the group did the same. Megatron then departed,boarding the Decepticon warship,the entry rail and door hissing with steam and closing up behind him as he did so.

There was a rumbling of the earth as the ship's purple lights lit up,it's support strutcures collapsing as it rose above and off the ground. It tilted itself vertically, then rocketed into the sky,disappearing in a twinkle.

Pinkie Pie let out a sigh of relief, "Whee! Now that that's done...who wants a party that _isn't _a set-up?"

* * *

><p>The party resumed,instantly getting back in full swing. The Canterlot visitors were still being stuck-ups of course,some things never change. Though Fancypants and his beautiful marefriend were having lots of fun with Pinkie's conversational topics<p>

"So I'm wondering 'chimicherry or cherrychanga?' and BAM,it hits me! Chimichanga!"

"Hahaha! I say, Pinkie, my dear,you are a _delight._"

Twilight sat stoically by the Princesses.  
>"Is something wrong, my faithful student?" Celestia asked comfortingly.<p>

"No, no, just after everything that's happened... I just don't feel like dancing...or playing. Or eating." Twilight assured her mentor.

"Mmmm, very well. How about a friendship report? Or did you not learn anything?" Celestia suggested.

Twilight raised a hoof to awnser 'no', but put it down. "Actually...I think I did. _Ahem._"

_Dear Princess Celestia_

_Today, I learned that sometimes you can inject certain substances into your body,and it'll make you feel really good! _

_But, most of those times,while it'll make YOU feel good, it'll hurt your friends. Because it'll make you forget them. It makes you not care about them. It makes you think less and less about them and more and more about it,until IT is your only friend and you've pushed all your other ones away. So, just because it feels good to put it in you, doesn't mean you SHOULD._

_Your Faithful Student,Twilight Sparkle._

"A lesson well learned." Luna informed Twilight. Twilight frowned, "Still, even after all that, I can't help but think we're missing something...Villains...defeated...Harmony, restored, Friendship Report...Reported...Celebratory party...partying."

"I feel it too, my most faithful student." Celestia told her.

The three ponies locked eyes in an triangle, and then those eyes shrunk with fear and panic as they realized what they were missing...

"_WHERE'S DISCORD?_"

* * *

><p>The Decepticon Warship floated gently back towards Earth, the planet currently hosting Optimus Prime, Megatron's archenemy and only rival. Still,at least it didn't have any <em>blasted ponies<em>.

Unseen and unbeknowst to all, Discord admired the view of the blue planet from his perch on the Warship's rudder.

This will be fun.

_To Be Continued In-_

_Friendship: Prime: Act II._

* * *

><p><strong>Author's Notes<strong>_**  
><strong>_

**...Whew.**

**So this Chapter is long.**

**I hope you like the Touch, as it appears here.**

**Think I may have gone a bit crazy with the line breaks.  
><strong>

**Also, I put 'Act 1' in the title, so you can't complain about the 'To Be Contiuned' Card!**

**Additionally, not only did I write a Transformers/My Little Pony Fanfic, but I wrote a Friendship Report about _drug abuse _INSIDE of it! I feel acomplished.**

**Edit: I forgot to credit my sister for inspiring the Vehicon's party trick with the liquid into the cup. She actually did that once at a friend's party with a little luck. She probably wouldn't be able to do it again**

_**Counters**_

_**Songs: 5**_

_**Mood Whiplash: 11**_

_**Foreshadowing: 11(Discounting the Cliffhanger)**_

_**O.S.T**_

_**01'Kung Hoof/Circuit-Su'**_

_**02 'Energon Is Magic'**_

_**03 'Friendship Returns'**_

_**04 'Ponies Got The Touch'**_

**The Theme Song is purposely discounted.**

**_April 15, 2012: Edited to coversation between Megatron and Twilight to make the title-drop less forced sounding.  
><em>**


End file.
